Kamen Rider Gakuen
by Yami no Paladin
Summary: In the year 2047, Hoshihara High School has become a target of many atacks by enemies of past Riders. A group of heroes fight from the shadows to protect the school. They are the Kamen Riders! Featured: Agito, Faiz, Blade. Chapter 4: Keita is forced into a deadly game when the Eagle and Centipede Undead kidnap Misaki.
1. Episode 1: Beginning of an Adventure

**A/N: Hi! This is Yami no Paladin with my first Kamen Rider fic. This fic was inspired from, suprisingly, the hate for Fourze online. I thought, hey, what if you took out all the bad stuff from Fourze, toned down the hamminess and added Past Riders as characters? Set it in the future, genderbend some Riders, and have OCs for Riders and Kamen Rider Gakuen was born.**

**In case you didn't know (but I'm sure you do, you smart people), Gakuen means Academy in Japanese, so this fic can also be known as Kamen Rider Academy.**

**This fic is inrtended to be viewed TV show style, so read and imagine as if this is a Rider show.**

**Four months of planning and production, countless tears, sweat and sacrificed sleep. Ladies and gentlemen, presenting Kamen Rider Gakuen.**

* * *

Episode 1: Beginning of an Adventure

* * *

A shadow leapt from building to building swiftly, leaving huge craters in the rooftops. Landing on the ground, the figure tried to run, and was immediately met by a new figure.

The newcomer had yellow bug eyes that seemed to be a single circle separated by a set of antennae. The figure, which appeared to be wearing a set of armor, had red lines running all over the armor, highlighting shoulder pads, arms, legs and the torso.

The figure tried to run, only to be met by another set of bug eyes. The eyes were red and round, though the rest of the body was shadowed.

Another set of footsteps indicated another newcomer. This one had a darker red set of glowing bug eyes, but it looked no less hostile.

The three approached the shadowed figure as a cloud shifted to let streams of silver rays through, revealing the surrounded figure to be a monster that resembled a grasshopper or locust, with a head that resembled said insects and black armor covering its chest, shoulders and upper arms. Green muscles tensed under the armor, as a pair of tattered brown insect wings on its back buzzed and black legs ending in two clawed feet on a raised platform-like sole twitched as if wanting to escape. It also wore a black belt with a bronze oval-shaped buckle that was positioned diagonally. The monster hissed as the three surrounding it came into view also.

The first was revealed to be a suited warrior with a black bodysuit, a silver chest plate, knee guards and bands around his ankles, upper calves, elbows and wrists. Black shoulder plates covered his shoulders and a silver belt with a black-and-silver cellphone with a chip resembling the suit's helmet as a buckle.

The second had an indigo bodysuit under silver armor covering his torso, shoulders, lower arms, knees, front calves and feet. He had gold bands in his wrist and his shoulder plates were trimmed with gold. His chest plate separated into three portions, two at the top and one at the bottom. The one at the bottom was shaped like the spades from playing cards and had red lines under the chest plate. His helmet was indigo like his bodysuit, but had a silver mask that tapered to a sharp horn at the top, with ornate carvings on it. A red belt with a large buckle was around his waist. The buckle was silver and had a plate at the middle which was red like the belt and had a gold-colored spades symbol. A dark blue sword with a huge base trimmed with gold and an elongated silver spades symbol on the front hung from the left side of his belt from a black sheathe with a large gold spades and a black card holder hung from his right.

The third had pearly-gold armor on his chest, arms and calves. The rest of his armor was black, as was his bodysuit. Silver wedges decorated his shoulder plates and the sides of his torso were also covered in silver armor. His black helmet had a pearly-gold horn that extended from his face to two sharp points, a silver mouthpiece and a strip of silver at the top of the helmet with a green dot near the forehead. A tarnished piece of black gemstone was set right in the middle of his chest. His belt was red, with two round silver-and-black portions at the sides and a large oval buckle. The buckle had a large yellow gem set in the middle and two swirls of gold around the gem.

The three masked figures closed in on the monster, who spoke with a raspy tone.

"Kamen Rider…Blade?"

"It's not just Blade," the warrior with the red lines replied.

"Time to seal you back where you belong, Undead," the gold warrior said.

"Don't screw with me!" The Undead dashed at the indigo swordsman, grabbing him. "I'll start with you, Blade!"

The indigo swordsman drew his sword and delivered a slash to the monster's torso, sending a shower of sparks flying. The monster stumbled back and released the warrior.

With a yell, the red warrior delivered a punch at the monster's head, sending the monster jerking forwards.

The gold warrior took the chance to perform a low sweep kick to trip the Undead and lifted the monster up, punching it directly in the face.

"Time for the finisher!" he called to his companions.

The red warrior brought out a long flashlight-like device and attached it to the silver band on his right ankle. He removed the red chip from his buckle and slid it into a slot on the device.

**=READY=**

He flipped open the cellphone on the belt and pressed the ENTER button. A red stream of light flowed from the belt along his right leg and entered the device.

**=EXCEED CHARGE=**

The gold warrior got into a semi-crouching position, with his left leg behind his right and the crests of his horn branched out, a dragon-like symbol forming at his feet, swirling slowly into his two feet.

Both warriors leapt up and the red warrior fired a beam from the gadget at the Undead, manifesting into a cone-shaped structure of red hard light.

"Crimson Smash!" The red warrior called as he landed a flying side kick on the monster.

The gold warrior then struck the monster with a flying side kick of his own, blasting the Undead back.

"Now!" the gold warrior called.

The indigo swordsman flipped his sword to grip it in a backhand. He gripped a tab on the hilt and flipped open a holder of red-backed cards. Removing two cards featuring a silver lizard and a green deer respectively, he swiped them through a gap in the side of the sword.

**=THUNDER=**

**=SLASH=**

The swordsman flipped the sword to hold it properly again as blue holograms featuring the creatures on the cards he had floated beside him and swirled into the sword, making lightning crackle around it.

**=LIGHTNING SLASH=**

The swordsman charged forward and slashed the Undead with his lightning-charged sword. The monster fell and writhed on the ground as the belt buckle snapped open, revealing a number 5 and two spade symbols in red.

The swordsman opened his card holder and took out a blank card. "Time for the sealing," he announced.

The swordsman flung the card, which hit the opened buckle and began sucking the Undead in. After the Undead was absorbed, the card hovered for a moment before flying back to the swordsman.

"Kick Locust, huh," the swordsman looked at the card, whose front now featured a green locust on a red background and a gold lock above it. The word KICK was printed in red font and a gold spades symbol along with a red 5 decorated the top left. A red barcode ran along a third of the left side.

"Sweet, now you can do a Rider Kick too," the red warrior patted his comrade on the back.

"Let's head back, we're done here for tonight," the gold warrior spoke up. The other two nodded and the three warriors left the scene, leaving next to no trace of their presence.

* * *

A boy with black hair ran down the corridor of the school, barely avoiding others and nearly slipping. The boy wore a brown blazer over a white shirt and red tie. His long pants were a light beige and his blazer had a logo of a six-pronged star with HHS printed in the shape of a rocket. His socks were the standard black pair, and he wore grey sneakers. Grabbing the sliding door of the classroom, he yanked it open and tumbled in.

"Safe!" he shouted.

"Good for you," a voice replied. The boy found himself facing a pair of black leather shoes

Looking up, the boy saw a young man with brown hair and wearing a white shirt with black long pants.

"Ah, gomenasai, Ryuya-sensei," he apologized, picking himself up off the ground.

"Nah, don't worry your head about it. Just get to your seat," Ryuya waved a hand and the boy went to sit down.

"Now, class," Ryuya began and the class fell silent instantly. Ryuya grinned at that and some girls swooned in their seats.

"We have a new student with us today," he announced.

Turning to the door, he called, "Come in!"

The door opened and a girl stepped in. She had long light brown hair in a high ponytail down to mid-back, honey-brown eyes that shone with a childish glint and she wore the female uniform, which was the same as the male but with a plaid miniskirt. Her socks reached up to above her knees and she wore plain white shoes.

Walking over to the blackboard, the girl picked up a chalk and wrote her name on the board.

"Hajimemashite, my name is Kurenai Misaki," she said sweetly with a smile that made the guys feel weak in the knees.

She bowed to the class and when she got back up, her head accidentally collided with Ryuya's face, as the teacher had been standing behind her.

"Ah, gomenasai, sensei!" Misaki bowed apologetically.

"Nah, I'm fine," Ryuya rubbed his nose and grinned.

The other girls in the class felt differently, however, as death glares were directed at Misaki.

"Um…Misaki, you can sit next to…" Ryuya saw the dangerous atmosphere and scanned the class, wanting to quickly find a seat for the girl. His eyes landed on the black-haired boy and the empty seat beside him. "Keita."

"Ok," Misaki went over and placed her bag on the table. Just before she sat down, she turned and noticed Keita, her eyes widening. "You are…!"

Keita looked up at the girl. "Yes?"

"Tachibana Keita?" Misaki asked, standing up.

"How do you know my name?" Keita frowned, surprised and puzzled.

"Mou, Kei-chan! You forgot about me already? You're mean~" Misaki whined, pouting. Keita's eyes widened at her address of him.

"Don't tell me… Misa-chan?" Keita asked, also getting up.

Misaki smiled and glomped him. "So you do remember! Long time no see, Kei-chan~"

Keita was slightly taken aback by the sudden hug, stumbling back a little. Then he noticed the atmosphere in the rest of the classroom.

"Kei-chan?" "Keita you bastard, scoring the new girl right from the start!" "What relationship do you have, you bastard!" were just a few of the thoughts that seemed to be floating in an evil blanket of dark aura pressing down on Keita.

"Uh…Misa-chan," The aura flared more fiercely at the nickname. "Could you…let go now?"

"But it's been so long~! We haven't seen each other since fifth grade!" Misaki continued hugging Keita while the guys in the class glared at Keita and the girls at Misaki.

Wriggling out of Misaki's grip, Keita heaved a sigh as Ryuya smiled at the scene.

"Alright, settle down. Keita, if you and Misaki want to flirt, please do it outside of class," he winked at the boy.

"S-sensei!" Keita protested.

"Hai~" Misaki sat in the seat beside Keita and happily took out her books, humming a tune and completely oblivious to the glares in her and Keita's direction.

"Urgh…" Keita slammed his face in the textbook as Ryuya started the class. For the rest of the period, Keita endured glares and the evil jealousy aura from the guys.

* * *

Keita staggered out of class, weak from enduring the pressure of the jealousy for three periods straight. The same situation had occurred in the next two lessons and Misaki just had to be sitting beside him in every class.

"I'm gonna die…" Keita moaned as he plopped into a cafeteria table.

"What's going on?" A boy with tousled caramel-colored hair and brown eyes came over to sit beside Keita. The boy wore the same uniform, but with a blue tie.

"Hi, Takuya…" Keita groaned.

"Hey, did you hear? A new hottie freshman just transferred in. Is she in your class?" Keita stiffened at Takuya's statement. "What?"

Then, a tray slammed down on the table and another boy sat at the table, facing opposite the two. He had black hair that stuck out everywhere and he kept silent as he ate. He wore the same uniform as Takuya.

"Hi Shinji-san," Keita greeted, his face still planted in the table.

"Will it kill you to say hello to us?" Takuya said as a greeting.

Ignoring the second-year, Shinji glanced at Keita, who was still face-planting. "What's wrong with you?"

"That's what I was going to ask. But don't avoid my question. Seriously, you-"

"Kei-chan~" a girl's voice called and Keita stiffened, sitting up abruptly and interrupting Takuya mid-lecture. "Shit…"

Keita was glomped from behind by Misaki, who clung onto him.

Takuya stared, dumbfounded with his jaw hanging open and even Shinji raised an eyebrow.

Then Takuya started laughing. "Oh god, this is too funny. You're that dumbass the second-years were talking about, the one that became Public Enemy Number 1!"

"Don't call Kei-chan a dumbass!" Misaki released Keita and whacked Takuya on the head.

"Ok, ok," Takuya grinned as he rubbed his head, though he gave Keita a grin.

Shinji gave a "Hmph" and went back to eating.

Misaki sat down beside Keita as Takuya spoke.

"By the way, the name's Miura Takuya, second-year, and I'm single," Takuya said as he ran a hand through his hair, bishounen sparkles around him.

"My name's Kurenai Misaki, first-year, and I'm not interested in you," Misaki replied with an angelic smile.

"WHHHHAAAAAAAATTTTT?!" Takuya plopped his head on the table, tears streaming anime-style from his eyes.

Shinji grunted and continued eating. "Noisy…" he grumbled.

Misaki turned to look at him. "What's your name?"

Shinji glanced up at her, then looked back down and ignored her.

"Hey, don't just ignore people like that! When a girl asks a question, you-Mmph!" Keita clamped a hand over Misaki's mouth to keep her from making a scene.

"Misa-chan, just keep it down, alright?" Keita released the girl.

"But he-"

"Minamoto Shinji," Shinji suddenly spoke.

"What?" Misaki turned to him.

"My name's Minamoto Shinji. Now get lost."

"Hey, that's no way to speak to a girl!" Misaki jabbed a finger at Shinji's head. The boy immediately grabbed her hand and flung it away.

"Noisy girl…" Shinji muttered as he walked off with his food.

"What's with him?" Misaki grumbled.

"Nah, he's like that. Don't worry, this is almost friendly by his standards," Takuya grinned dismissively, having bounced back from rejection.

"Ok…" Misaki still looked unsure, but the bell rang just then to signal the end of lunch.

"Gotta go," Takuya stood and and started off. "Seeya!" He waved and ran off.

"Shall we head off?" Keita asked.

"Ok~" Misaki leapt up and bounced off.

Keita grinned. "Same as always…"

* * *

"Ne, Kei-chan," Misaki suddenly spoke as the two walked out of class after classes ended.

"What?" Keita turned to the girl.

"What happened? You seem…different from when we last met," she frowned.

"Huh? Uh…I definitely grew a lot…" Keita patted the top of his head.

"No," Misaki giggled. "I mean you seem more…purposeful. You used to just play a lot," she muttered thoughtfully.

"I like this change though," Misaki decided as she smiled at Keita.

Keita chuckled. "Uh…yeah. Anyway, I have to go. Something on."

"Ok, see you tomorrow!"

"Seeya!" Keita waved and sped off.

* * *

As Keita sped to somewhere, he rounded a bend and spotted a group of thugs surrounding a girl.

"C'mon, now, girlie. The boss won't be very happy if you don't play nice," one of the group teased.

"Yeah, and if you don't play nice, we… uh…we…What were we gonna do?" Another, not as bright, thug turned to his companions.

"Hey!"

The thugs turned and saw Keita standing before them.

"Pick on someone your own size!" he called.

The thugs didn't like that, and they stepped away from the girl, who immediately ran, glaring at Keita, some cracking their knuckles.

"You askin' for death?"

"Hey, isn't this the first-year who grabbed the new girl the boss got his eye on?"

"Then he's dead."

The thugs charged at Keita, who tried to fend them off, but he was severely outnumbered and he was eventually downed, and the thugs started kicking and punching every spot they could reach.

A hand rested on the shoulder of one of the thugs and he turned around. "What? Can't you see I'm bu-" He was cut off by a fist to his face, sending him reeling back and clutching his bloody and broken nose.

"Wha' 'da heg?" he said thickly.

"The whole lot of you against one? Not really fair," Shinji said coolly as he and Takuya stood over the thug with their fists still clenched.

The thug's friends spotted their downed member, and rounded on the second-years this time. Shinji surveyed the group of ten surrounding him and sighed.

"Well, your funeral," he said casually, before swiftly swinging a right hook at the thug behind him, connecting with the thug's jaw and knocking him out.

Takuya grinned. "Just like old times," he cheered as he kicked another thug in the stomach.

"Grr…" A gangster with bleached hair waved his arm, signaling for the others to attack. Takuya started fighting them, allowing Shinji to weave through the thugs, aiming for the blonde.

"So you're the boss?" Shinji asked as he neared the gangster's face. With a punch to the gangster's stomach, Shinji forced his opponent to double over and took the chance to elbow his back and knee his stomach before delivering an upper into the gangster's face, knocking him out.

"Boss!" The other thugs saw their downed leader and were taken out by Takuya. Scrambling to their feet, the thugs ran away.

Shinji scoffed. "Pathetic…"

Going over to Keita, Takuya helped the freshman up. "You ok?"

"Yeah, I guess…" Keita mumbled as he touched a bruise at the corner of his right eye and inspected the numerous scratches on him.

Grabbing Keita, Shinji started to drag him away. "Come on, we'll get the nurse to take a look at that bruise," Shinji indicated Keita's injury.

"Ok," Keita and Takuya followed the boy.

* * *

Keita rested the ice pack on his bruise, wincing at the pain. Takuya stops behind his chair and Shinji leaned on the wall, staring at his watch.

"It seems bad," Takuya commented and poked Keita's bruise, making him jump.

"Anyway, Shinji-san, what about our cover?" Keita asked his senior.

"As far as the school will be concerned, it's just Minamoto Shinji getting in another fight. Nobody's gonna investigate," Shinji replied.

"You sure? What if-" Keita was interrupted by the door of the nurse's office being slammed open.

"Kei-chan~~~" Misaki launched herself through the door and glomped Keita.

"Wha-? Misa-chan?" Keita looked down at the girl.

"I heard you got in a fight! Are you alright?" Misaki inspected her friend's face and saw the bruise. "Ah, you're hurt!"

"It's nothing, really," Keita tried to brush it off, noticing the glares from Takuya and Shinji.

"I'll make the boo-boo better!" Misaki said, ignoring Keita. Leaning over, she planted a kiss on Keita's injury.

"Wha…" Keita was taken aback.

"There, that'll make it better!" Misaki smiled childishly.

Instantly, a loud crash was heard. Looking up, Keita, Misaki and Shinji saw that Takuya had slammed his head into a nearby wall.

"Sorry, would you mind?" Takuya asked Misaki, pointing at the huge bump on his head.

Shinji snorted and karate-chopped his friend's injury. "She kisses boo-boos, not bozos."

"Ow…" Takuya held his head. Shinji ignored his friend and turned to Keita.

"We have club activities today. Show up at the usual place," Shinji stated before leaving the room.

"Club activities? What club are you guys in, Kei-chan?" Misaki asked her friend.

Keita immediately started sweating bullets. "Ah…Um…That's…" he stammered.

Takuya quickly covered the boy's mouth. "Just a study club for friends," he told Misaki.

"Really? Can I join?" Misaki cheered enthusiastically

"Um…We'll need to discuss that with Shinji. Seeya!" Takuya dragged Keita out of the nurse's office, leaving a very confused Misaki.

* * *

Meanwhile, a figure stood at the top of the school building, surveying the grounds. The figure was revealed to be a monstrous being with a huge, bulbous dark green frog head, dark green armor covering its stout body and dark purple muscles under the armor. Its legs had mottled green armor around it and its feet were webbed and ended in round tips, while its hands were large black hard boxing gloves. Its shoulder and knee armor were spiked and black studs adorned the rest of the armor. The monster ran his long green tongue over its yellow lips and cackled.

"Blade…Today will be your death!"

* * *

Takuya dragged Keita a good distance away before letting go of the boy.

"Are you nuts? You can't lie and still you try to do it. You could've left it to me! Man, Shinji's gonna flip if he found out. You were this close to spilling something," Takuya ranted, placing his pointer and thumb nearly touching to emphasize his point.

"I'm sorry…" Keita mumbled.

Takuya just scratched his head. "Yeah, well, never mind. You're lucky she didn't realize anything."

"Hai…"

"C'mon, we gotta get to the Hatch," Takuya suddenly said, checking his watch.

Keita also checked his. "Yeah, let's go."

* * *

The two boys headed into a cluttered corridor and opened the door at the very end of it, entering an empty room. Takuya felt around the floor and lifted a tarpaulin that covered the floor, revealing a trapdoor. Opening it with a grunt, the boys entered the trapdoor and stood before a large metal door with a flashing control panel beside it. Takuya scanned his fingerprint, changing one of the red indicator lights to green. Then he positioned his eye at the scanner, which registered his retina and unlocked the door, which made an announcement.

**=WELCOME, FAIZ=**

Keita did the same to the scanner and the announcement came on again.

**=WELCOME, BLADE=**

The boys entered the door, which swung open for them, and entered a white room with a lot of computers and monitors around. Most of the computers were inactive, and thus the monitors displayed a screensaver with the words "Rider Hatch" on a blue background in silver with a flame design.

Shinji was sitting at one of the active monitors, tapping on the keyboard. "You're late," he snapped as a greeting.

"Hi to you too," Takuya rolled his eyes.

"We got held up," Keita explained.

Shinji grunted in response.

"So…" Takuya walked over to the computer. "Anything yet?"

"Nothing, but I'm only doing the basic scan," Shinji replied as he gestured to the monitor, showing footage of the school from various angles and continually being scanned.

"C'mon, I'll do it," Takuya shoved Shinji out of the chair and tapped on the keyboard, activating the rest of the monitors around them to conduct different checks of the footage.

"I've got infrared, sonar, radar and hidden sensors up. Anything else?" Takuya asked with a satisfied grin, leaning the chair back on two legs and resting his hands behind his head.

"Go for the specific scans," Shinji replied.

Takuya groaned. "But that's a pain…Fine," he grumbled as he tapped a string of code into the computer and the monitors began scans.

Takuya kept his eyes on the diagnosis on the main screen.

"No, no, n-Wait," Takuya leaned in closer as an alert showed up. "We got a hit."

"Lord?" Shinji asked, bolting from his chair.

"No, Undead," Keita replied as he stared at the screen, which had the footage of the camera closest to the scene. The monster from earlier was chasing around students, punching them mercilessly and cackling madly.

Shinji patted the freshman on the shoulder. "Let's move," he said curtly, though his voice held the tiniest bit of excitement.

Takuya and Keita nodded, running to a wall, which turned over to reveal a holding wall for two objects. One was a silver belt with a rectangular belt buckle with a black hollow and a small black holder flipped open so that the open side was facing up. Two neon red lines decorated either side of the buckle.

The other was also a belt buckle, but had a different design. A flat holder of sorts with a clear window was in the center, taking up most of the belt's front. A thick black strip ran horizontally across the middle of the buckle, though the middle was covered by the holder. A round projector was located just at the top right corner of the holder and what seemed to be a grip was located at the left of the buckle.

Takuya grabbed the red one while Keita grabbed the other.

"Ikuzo," Shinji told them as the three boys rushed off.

* * *

The Undead had landed in the middle of the school compound, attacking random students and grabbing some of them in a headlock.

"Oh, Blade… Come out and play!" he rasped in a sing-song voice as he tightened his grip on the students.

While the students were running away from the monster, they failed to notice one student hiding in the bushes.

Misaki watched as the Undead flung the students to the ground.

"Undead…" she muttered.

"Now," the Undead slammed its fists together. "Should I kill with a punch or use you as my personal trampoline first?"

Just as the monster was about to land a punch on the students, he felt a kick that sent him reeling. As he stumbled, a punch in his side sent him in the other direction.

"Who-?" The Undead barely had time to react when he heard something behind him.

**=BURST MODE=**

Three bursts of energy hit the monster, sending it stumbling forward.

Takuya grinned as he snapped the gun in his hands back into a cell phone. Keita and Shinji ran to join him from where they were attacking the Undead from.

"Kei-chan?" Misaki whispered, confused.

"Who the hell are you bastards?" the monster demanded.

"You don't know? Shame. And to think you were looking for Blade," Takuya sighed.

Shinji stepped forward. "It's time to put you back where you belong, Undead," he announced.

Keita brought out the belt buckle he grabbed earlier and slid a card in the slot. The card featured a blue Japanese Rhinoceros Beetle with a reddish spades in its abdomen on a red background and a gold lock above it. The word Change was written at the right of the card, above a bar code and below a gold spades and a red A.

Placing the buckle to his waist, red-backed cards shot out of the side of the buckle, reaching to the other end and transforming into a red belt with a black card holder on the right side.

The Undead flinched at the sight of the belt. "Don't tell me…"

"Hell yeah," Takuya grinned and brought out the belt he had with him, strapping it to his waist.

Shinji placed his hands at the left side of his waist, before swinging his right hand out and bringing it to his right shoulder. A bright golden light flashed and spun, slowly dying down to form a red belt with a yellow gem and two swirls of gold on the black buckle.

"No!" The Undead shouted in dismay.

Misaki was also wide-eyed, staring from her hiding place. "They are-!"

"Yes," Shinji smirked. He brought his hand that was at his shoulder forward. "Henshin!" he shouted as he slammed the sides of the belt.

A bright light engulfed Shinji as the light from the belt began swirling again, transforming Shinji. The light died down and revealed the golden warrior.

At the same time, Takuya keyed in three numbers into the phone before pressing a button.

**=STANDING BY=**

Closing the phone, Takuya thrust it up above his head, his right arm straight up. "Henshin!" he shouted and slotted the phone into the slot on the belt, flipping it down to form the buckle.

**=COMPLETE=**

The red lines on Takuya's belt began glowing, sending red beams of light all over his body before a red light engulfed Takuya, transforming him as well into the red warrior the night before.

Keita brought his right hand to his left, his pointer and thumb stretched out and his other fingers curled. "Henshin!" he shouted and his left hand came up with the same hand sign, his right hand pulling the grip and flipping the slot around to reveal a red plate with a gold spades symbol.

**=TURN UP=**

A large blue screen featuring the beetle on the card in the buckle projected from the projector at the corner of the buckle. Keita ran through the screen and transformed into the indigo swordsman. His sword now hung from the left side of his belt.

The three teenage boys were now the same warriors who took down the Locust Undead.

"Three Kamen Riders?! I thought there was only Blade!" the Undead stuttered, obviously intimidated.

"Well, you thought wrong," Shinji replied.

"Kamen Rider Agito," Shinji announced his new form's name calmly.

"Kamen Rider Faiz!" Takuya announced and attempted a pose.

"Kamen Rider Blade," Keita announced, drawing his sword.

"Time to seal you, Undead," Keita, or Kamen Rider Blade, announced.

Misaki gasped as the Riders charged into battle. "Kei-chan's a Kamen Rider?"

_(Insert song: Round ZERO~BLADE BRAVE by Nanase Aikawa)_

"Don't screw with me!" the Undead dashed at Blade, who sidestepped and slashed at the monster in a fencing maneuver. The monster tumbled off course into Faiz, who lifted the monster and delivered a kick.

Agito leapt in and was about to punch the monster when the Undead bolted up and opened its mouth, extending its green tongue and wrapping around Agito, who struggled against the fleshy bonds.

"Urgh…" Agito grunted as a faint hissing could be heard and his suit began smoking.

"Corrosive spit? Like the tongue itself wasn't gross enough," Faiz quipped.

"Shut up and focus!" Agito shouted at his comrade.

Blade flipped open the card holder on his sword and took out a card with a silver lizard with a blade for a tail and Slash written on it. He swiped it through the Rouzer.

**=SLASH=**

Blade closed his card holder as the hologram of the card swirled into the sword. Raising the sword, the Rider leapt and slashed down on the tongue, freeing Agito as the Undead retracted it from pain.

"Onore…" the monster's mouth now smoked from the strike.

"Now, now. You know smoking's bad for you," Faiz teased with a lecturing tone, serving to further infuriate the Undead.

The monster moved swiftly, leaping high and landing before Faiz and landing several uppers and an uppercut, sending the Rider flying.

"Faiz!" Blade shouted just as the Undead leapt at him and delivered a swift volley of blows to his stomach, sending the Rider reeling.

The monster then jumped to Agito and decked the warrior across the head with a right hook and an uppercut.

The Undead continued jumping between the Riders and attacking them relentlessly, giving the Riders no chance to react or counter.

"Gah! This is annoying," Faiz removed his phone from his belt and flipped it open. "Auto Vajin!" he called.

After a few seconds, a revving sound can be heard from a distance, distracting the Undead. A red-and-silver motorcycle rushed into the battle, ramming into the Undead and sending it flying, giving the Riders a chance to recover.

"How's that?" Faiz shouted as he got up and approached the motorcycle. "Not bad, Vajin," Faiz praised, patting the motorcycle. "Take that!" he shouted at the Undead, who picked itself back up.

"Grr…" The Undead extended its tongue again, but Agito and Blade struck the tongue on either side.

"Come on, same attack twice never works, don't you know anything?" Faiz groaned.

The three Riders regrouped and Agito whacked Faiz's helmet. "Shut it," he said.

"Time to finish this!" Blade called.

Agito's horn crests opened up and his dragon symbol began glowing at his feet. Slowly shifting his left leg behind his right and crouching slightly. The symbol swirled ad shrank until it split and went under his feet. Leaping up, Agito landed a flying side kick on the Undead, sending the monster flying backwards.

"My turn!" Faiz called cheerfully as he grabbed the left handlebar of the Auto Vajin and pulled, revealing a long sword with a translucent red blade with the handlebar for a hilt. Removing the chip from his phone on his buckle, he slid the chip into a slot where the hilt met the base of the blade.

**=READY=**

Faiz flipped the phone in the buckle open and pressed the ENTER button.

**=EXCEED CHARGE=**

A red stream of light flowed along the red lines of Faiz's suit and to his right hand into the sword. Faiz sent a pulse of red energy at the ground around him, levitating the Undead along with some debris, who flailed and struggled in an attempt to escape.

"Sparkle Cut!" Faiz leapt up and slashed the Undead with his glowing Faiz Edge. The burst of energy sent the monster flying at the ground, landing heavily.

"Go!" Agito shouted at Blade.

Opening the card holder on his sword again, Blade took out two cards, one featuring a deer below a green lock and had the word Thunder in red under a red 6 and a gold spades while the other was the Kick Locust card he obtained recently. Blade swiped the two cards in his Rouzer.

**=KICK=**

**=THUNDER=**

**=LIGHTNING BLAST=**

As Blade flipped his card holder closed as blue screens of the locust and deer appeared and swirled into Blade's right leg. Stabbing his Rouzer into the ground, Blade leapt up, his right leg crackling with blue electricity. Delivering a flying side kick at the Undead, the monster flew back and laid writhing on the ground as its buckle opened to reveal a green number 3 and two diamond symbols.

Taking a blank card from the card holder on the belt, Blade announced, "Time for the sealing," and flung the card at the Undead, sucking the monster into the card in a flash of green light and the card flew back to the Rider.

_(End insert song)_

"Upper Frog…" Blade muttered as he looked at the card in his hand. The card featured a green frog with a spiked head and blue eyes with the word Upper in red between a red bar code and number three and a gold diamonds symbol.

"And that's another sealed. You're on a roll!" Faiz commented.

"Good job," Agito said to his comrade.

"But I can't use this," Blade reminded them, replacing the card in the card holder in his belt.

Misaki, who had been hiding in the bushes the entire time, decided to step out at this moment.

The three Riders heard the rustling and saw the girl standing beside the bush, correctly interpreting the look on her face.

"Misa-ch-I mean, you. What are you doing here?" Blade tried desperately to lie at the sight of his friend and failed miserably, his voice stuttering and unconvincing.

Misaki approached the Riders and whacked Blade on the head, ignoring his helmet.

"Kei-chan, how long are you gonna wear that thing? I saw everything, so don't try to lie to me!" she scolded.

"What? How did y- I mean, I don't know what you're talking about," Blade tried to play it off, adding a fake cough at the end.

"You can't lie, Kei-chan," Misaki narrowed her eyes suspiciously.

"Uh, I, um, that is…" Blade was finally backed to a corner and sighed in defeat, hanging his head. "I'm sorry, Misa-chan."

"And you two," Misaki tuned to Faiz and Agito. Faiz backed away slightly and Agito gave a derisive scoff.

"Change back. I saw all of you transform," Misaki told them. Sighing again, Blade flipped his buckle back and the transformation screen emerged, passing through the Rider and changing him back to Keita.

Faiz, seeing that there was no way out, removed his belt, causing his suit to dissolve, transforming him back to Takuya.

Agito gave a "Humph" and his belt glowed, reverting him to Shinji with his belt vanishing.

"Ok, you got us. So? Tell the school, announce to the papers," Shinji said with a hint of annoyance.

Misaki stared at Shinji. "Why?" she tilted her head to the side, confused.

"You guys are Kamen Riders! Protectors of justice! You guys keep the school safe from evil and stay in the shadows to protect those close to you! That's a standard for Kamen Riders and I'm not about to sabotage that," Misaki launched into a fangirl rant.

Shinji sighed and turned around. Glaring at Keita, he grabbed the first-year's collar. "Fix her," he growled, jabbing his thumb at Misaki.

Keita gulped and approached Misaki, who was still going on happily about Kamen Riders

"Um…Misa-chan?"

"Yes, Kei-chan?" Misaki turned to look at the boy.

"Um…you will keep it a secret, right?"

"Of course!" Misaki squealed and Keita and Takuya heaved a sigh of relief. "But on one condition."

"What?" The three boys asked incredulously at the same time.

"You let me join you," Misaki said with a tone of finality.

"Uh…But…" Keita stammered, looking to his seniors for support, but Takuya just shrugged and gave an "I don't know" gesture while Shinji glared at him.

"Didn't you guys mention a club? Well, I'll keep your secret, but you let me join," Misaki elaborated.

Takuya scratched his head. "Yeah…about that. There isn't actually a club."

But Misaki wasn't listening. "I'll join your club and be your background support like other Riders in history had. Ichigo and Faiz and Kuuga and…" Misaki rambled until Shinji lost his patience and got in her face.

"Listen, Noisy Girl. There is nothing to join and since you're not a Rider, there's no way we would let you help. So you either keep our secret," he cracked his fist in her face. "Or we find you and deal with you. You saw what we can do. Trust me, even if Keita and Takuya go soft, I won't."

Then he let the girl go and walked off.

"What was that? Did you just threaten me? Hey, don't ignore me!" Misaki shouted at the boy.

Takuya nervously followed. "Uh, sorry, but we can't let you in," he said apologetically as he went.

Keita shuffled anxiously before following. "Gomenasai, Misa-chan. I promise to explain tomorrow," he said, averting the girl's eyes as he ran off.

Misaki stared at the boys' retreating backs for a moment, then yelled, "Baka Kei-chan! All three of you are big bakas!"

Takuya managed to catch up with Shinji. "Hey, is it really alright to just to this?"

Shinji gave him a sideways glance. "And your alternative is? In any case, she doesn't have Rider powers. Having her with us in fights is a hazard to her and a burden to us," he replied harshly.

"Whatever…" Takuya looked unconvinced, but settled for the explanation anyway.

Keita was looking downcast. "Sorry, Misa-chan," he mumbled guiltily to himself.

_A regular high school girl, three teenage Riders. The story of the Kamen Riders' adventures begin._

* * *

**A/N: So? Didja like it? Misaki may seem as hammy as Gentaro and Yuki, but I swear I've got something big planned for her later. Shinji may seem like a cold and unfeeling jerkass asshole (I know they're the same but still) but his backstory will explain stuff and that comes even later. Genderbent Riders come later too. **

**Reviewers get cyber cookies! Flamers get hunted by Shinji and gang.**


	2. Episode 2: Proven Worth

**A/N: Finally! Sorry for the late update, but I got other stuff on top of writing this fic and I was extremely busy for a period. But I got it up! Yay! *Streamers***

**I'd like to thank everyone who reviewed, favourited and subscribed to this fic. Seriously, I never expected such a great response at first, but it makes me happy.**

**To people wondering about Fourze and the other Riders showing up, all i can say is wait and see. Just look forward to chapters 5, 10 and 14. *shot for giving spoiler***

**Anyway, 1 month in planning and production, Kamen Rider Gakuen chapter 2.**

* * *

Episode 2: Proven Worth

* * *

Misaki kicked a stone aside, the stone clattering noisily off the sidewalk onto the road

"Baka Kei-chan," she muttered.

Misaki remembered her childhood friend's parting words to her just a few minutes ago.

_"Gomenasai, Misa-chan. I promise to explain tomorrow."_

"He didn't even look me in the eye. Is it really that bad?" Misaki said to herself.

* * *

The next day, Shinji, Takuya and Keita stepped into the school gate, discussing the incident from the previous day.

"You sure it's ok to let her run around with knowledge of our covers?" Takuya was asking.

Shinji scoffed. "Like I said, either Noisy Girl shuts up or we deal with her," he replied.

"Um…'we'?" Keita asked hesitantly.

The second-year shot him a sideways glance. "I'll deal with her, happy?" he snapped.

As he turned to face the front again, Shinji found himself staring into the smiling face of Misaki, only a couple of inches away from his.

Bending backwards, Shinji glared at the cheerful girl.

"Good morning! Kei-chan, Takuya, Shinji," Misaki called cheerfully to the trio.

"O-Ohayo, Misa-chan," Keita greeted, not daring to look into her eyes.

"Hi," Takuya greeted with a raised hand.

"Don't call me by my first name. We aren't that chummy. What do you want, anyway?" Shinji snapped.

Misaki giggled before answering. "Let me join you."

"No."

Misaki's face fell. "But…"

"We told you yesterday. There's nothing to join. You'll just be a deadweight if you do," Shinji interrupted.

"But I can help! I'll pull my own weight!" Misaki shouted.

"It's not about pulling your own weight, it's about how dangerous it is. You saw how those students nearly died yesterday," Takuya cut in.

"But-"

"No 'but's. You're not joining anything," And with that, Shinji walked off, Takuya following him after a wave and Keita hesitating for a moment before going.

Misaki frowned at the boys' retreating backs. "Bakas…"

* * *

Keita nervously avoided looking at Misaki as he took his seat to her right. Misaki glanced at her friend, then huffed and turned away.

"Hey, did you hear?" Misaki's attention was directed at a conversation between a group of girls nearby.

"What?"

"Recently, students in our school have been going missing."

"Yeah, Ikeda-kun from next door disappeared yesterday."

"Really? But he's a model student! Why would he vanish?"

"Dunno. I just heard that they found water where the students disappeared."

"Water?"

"Yeah, a big puddle like someone splashed a bucket on the ground."

"That's creepy~"

"I know, right? People are speculating about monsters like the frog thing from yesterday."

"Monsters? Scary~"

Misaki frowned at the conversation, but her thoughts were interrupted when Ryuya strolled in to start his lesson.

* * *

As the bell rang for the final dismissal, Keita packed up and raced off. Skidding to a stop at the abandoned room, he lifted the trapdoor concealing the Rider Hatch and scanned his eye and fingerprint.

**=WELCOME, BLADE=**

Takuya and Shinji had already arrived, the former tinkering with some tech unknown to Keita and Shinji starting up scans.

"How did you guys…" Keita stood, mouth gaping. He was sure the bell rang just five minutes ago.

"Skipped last period," the two friends replied their junior's question nonchalantly, causing Keita to stumble.

"Oh…" Keita sighed as he set his bag on a table.

"And…done!" Takuya announced as he secured the last screw.

"What's that, Takuya-san?" Keita peeked over the second-year's shoulder. Three black watches with a round digital face lay before Takuya. Four silver buttons decorated the edge of the watch and a single red one was at the bottom of the face.

"Transmitters. I thought it would be better if we had something to keep track of everyone else. Still a prototype though," Takuya stretched in his chair while Keita picked up one of the transmitters.

"I wanted it to double as communicators, but we need more advanced tech for this," Takuya added as he flung another transmitter to Shinji and strapped on another.

"Just press the red button to send a signal," Takuya instructed.

"Gotcha," Keita nodded while Shinji turned back to the monitor.

After a minute, an alarm sounded.

"Trouble?" Keita asked, standing up.

"Lord," Shinji replied before racing off.

"Whoa, wait up!" Takuya shouted as he and Keita grabbed their belts and bolted after him.

* * *

Meanwhile, Misaki was wandering the school grounds when she came across a crowd. Diving in, she squeezed her way through and saw the source of the clamor. Two students were breakdancing in the middle of the school grounds.

The two students, a girl and a boy, danced along to the music from a boom box beside them, completely absorbed and ignoring the crowd. The girl was decked out in a green hoodie and jeans and had her black hair tucked under a blue cap. Her partner had a red hoodie and jeans and he also wore a grey beanie and black headphones hung around his neck.

Misaki watched the pair and unconsciously started dancing along to the music.

* * *

Unknown to them, a watery portal opened up in the ground behind a pillar near the crowd and a blue creature emerged from it. The creature had a head resembling an octopus, with the tentacles hanging down from his chin and cheeks like a beard. Four bumps were located above its squinty eyes and its mouth was shaped into a permanent leer. The rest of its body was bright blue, with navy blue armor resembling that of ancient Greek warriors and its hands had two fingers, with the last three fused into a pair of octopus tentacles on each hand. A small wing-like brooch was attached to its left shoulder armor, near the spot where the human collarbone would be.

The monster brought its hands to its chest, moving its left hand in a sliding motion above, then below, its right hand, with the two fingers extended and pointing straight. A strange disc of light appeared above the monster's head soon after, its pure white light pulsing strangely. The light soon vanished and the monster conjured another portal under its feet, sinking quickly into it.

* * *

As the pair of break dancers continued their performance, Misaki's gaze fell on a strange ripple in the grass. The ground turned into a pool of water and the monster leapt out of the portal, causing the crowd to start screaming and running.

The monster advanced on the fleeing crowd and extended the tentacles on its hands. Two students were snagged along with the dancers. The monster, satisfied, conjured its portal and sank in, taking the teenagers with it. The students shouted and screamed as they neared the pool. The students' shouts turned into gurgling as their heads were pulled under the water and they eventually went limp.

The dancers looked on in shock and desperately clawed at the grass, trying to slow their inevitable demise

Then something flew through the air and slammed down on the monster's tentacles. A huge stone landed heavily and the monster was forced to let go, howling.

"Are you hurt?" Misaki asked as she dashed up to the dancers.

"No, but…" the girl looked helplessly at the body of the students that were tossed aside by the monster, tears streaming from her eyes. The boy just shook his head.

Misaki tried to help the dancers up, but a tentacle swatted the girl away from the dancers.

The monster gurgled and rasped in a strange language and advanced on the dancers again, this time extending a hand to grab them.

"Not so fast!" Misaki got up and kicked the monster. While it had dealt no real damage, the monster was astonished at the stupid move and paused.

Taking advantage of the monster's hesitation, Misaki grabbed the dancers. "Let's go," Misaki tried to escape with them, but they didn't get far as another water portal opened and the monster jumped out in front of the trio.

"Uso!" Misaki shouted as the monster swung an arm at her, nearly taking her head off if not for her block.

The monster extended a tentacle to grab the dancers again, but Misaki intercepted it, wrapping the appendage in her arms, though she was fast losing strength.

"Mou, it would be a good time for them to get here!" she complained as the monster flipped her overhead.

* * *

"This is really getting on my nerves!" Takuya shouted as he punched away another monster. This one was different from the octopus monster. This monster was completely black from head to toe, save for a section of its head which revealed the bottom half of its grayish-white face. Its head resembled an ant, complete with small mandibles and feelers. Its armor was spiked at the shoulders, arms and legs, and gold trimmings decorated its torso armor. A black cloth hung from the sides of its face like a shawl and a gold wing-like brooch decorated its left shoulder near the collarbone. A black belt of a leathery material hung loosely off its waist, with a gold buckle and a long black strip of the same material as the belt hung down from the buckle. To make matters worse, there was an entire horde of them. The street was crowded with the monsters, restricting the boys' movements.

"This is nuts!" Keita shouted as he flipped another over his shoulder.

"The Formica Pedes are the weakest," Shinji pointed out as she calmly kicked another in its gut.

"Can't you just call it an Ant Lord? And yeah, they're weak, but they are annoying. As. Hell!" Takuya punctuated the last three words with a blow to one Ant Lord.

Shinji grunted as he kicked another Lord aside. "This is pissing me off," he stated. "Hey!" he raised his voice and called to his comrades. "Just suit up!"

"Best idea all day," Takuya muttered as he swung his belt around his waist, keying in the code into his Faiz Phone.

**=STANDING BY=**

"Henshin!"

**=COMPLETE=**

Takuya transformed into Faiz and struck down some more Ant Lords immediately, the Rider Gear enhancing his strength.

Keita slid the Change Beetle card into his buckle and formed the belt.

"Henshin!" he called.

**=TURN UP=**

The screen emerged and slammed back several Ant Lords. Keita ran through the screen and transformed into Blade, drawing his sword to slash some more Ant Lords.

Shinji conjured his belt and instantly slammed the sides, transforming into Agito in a flash of light.

A revving sound was heard and a group of Ant Lords were bowled over as a red and gold racing motorcycle sped towards Agito. What was distinctive was the front of the front of the motorcycle, which had a gold shape resembling Agito's horns and a Agito's symbol in black between the headlights, which were blue and shaped like eyes.

Mounting his Machine Tornader, Agito called to his teammates, "I'm going after the Lord. You guys hold the fort here."

"Gotcha!" Blade shouted back as he flung several Ant Lords off himself.

"You better come back and help out quick, you hear?" Faiz yelled.

Agito revved up the motorcycle and sped off.

* * *

Misaki struggled to her feet, desperately keeping the monster's targets behind her. The monster gurgled and gestured at them, signaling for Misaki to hand the two over.

"You wish!" Misaki tried for a kick, but the monster blocked and shoved her back, whipping the ground with a tentacle as it advanced on the trio.

A sudden punch sent the monster flying to the side, landing heavily.

"That's far enough, Mollipes Cyaneus," Agito stated calmly as he advanced upon the Lord.

"A…gi…to…" the Octopus Lord rasped with a gurgle, struggling to its feet.

"You know me, I'm honored," Agito replied tonelessly as he suddenly dashed at the Lord and delivered a kick. The monster stumbled, but extended all four tentacles to restrain Agito.

"Why am I always being tied up?" Agito sighed exasperatedly as he slammed the left side of his belt, hitting the panel which caused the left side of his black buckle to light up blue. The air in front of the Rider rippled, sending out waves of blue light as his armor changed.

Agito now stood with a blue breastplate, and the armor on his left arm was now blue instead of black. His left shoulder plate changed from black to blue and the silver wedge changed into a band the same shade of gold as his original armor. The yellow gem in his buckle had changed to a bright blue as well.

Holding his hand in front of the gem on his belt, the gem glowed and a pole-like object extended out of the stone into Agito's hands. Pulling it out, Agito took swing at the Lord's tentacles, cutting himself loose. The weapon in Agito's hands was revealed to be a long blue-and-black pole with large gold blades on both ends.

Agito advanced and relentlessly slashed the Lord with his Storm Halberd, refusing to left up and finally forcing the monster onto its knees.

Agito then stepped back and held the Halberd horizontally in front of him, the gold blades unfolding into half and the sharp ends extended, lengthening the weapon.

Spinning the weapon around, Agito began slowly moving the Halberd side to side, blowing up dust with the pole. As the Halberd picked up speed, a strong wind started and created a dust cloud around Agito.

The monster cocked its head, staring at the warrior who continued twirling his weapon. Finally, Agito charged forward and slashed the Lord, causing the monster to fall to his knees, the halo from before glowing over its head again just as he exploded.

"Well, that settles it," Agito stated as he turned his back on the smoldering flames.

Suddenly, a blue tentacle shot out of the flames and curved around Agito, striking him from the front in his belt. Agito doubled over with a grunt.

"Shinji!" Misaki shouted.

"Shit…offshoot…" Shinji grunted as the tentacle retracted back and a copy of the Octopus Lord stepped out of the flames.

The monster held up an arm and fired a torrent of water at Agito, aiming at his belt again. This strike sent the Rider flying back into a tree, smashing the plant into splinters.

The Lord refused to let up on its attacks, bringing out its whips to lash at Agito, tossing the Rider around. Agito could only grunt as the monster struck his chest, feeling a rib snap with a crack.

Misaki watched helplessly as Agito was flung aside. The Lord approached the trio and attempted another kill, but the tentacle was again blocked by Agito, who was struggling to even stand.

"Grr…" Gritting his teeth, Agito started twirling the Storm Halbred again, this time, blowing up a huge dust cloud that buffeted the monster. When the dust cleared, the Rider had disappeared along with the three students.

With a gurgle, the Lord sank once again into a watery portal, the pool disappearing to leave a wet patch of grass.

* * *

Faiz punched another Ant Lord away, grunting in frustration. "Dammit! Where the hell is Shinji?" he yelled.

"Let's just finish them at once!" Blade called.

"Gotcha!"

Faiz brought out the Faiz Pointer and attached it to his right ankle, inserting the Faiz Mission Memory and pressing the ENTER button.

**=READY=**

**=EXCEED CHARGE=**

Blade opened the card holder in his Rouzer and brought out the Thunder Deer and Kick Locust cards. He swiped the cards one by one through the reader.

**=THUNDER=**

**=KICK=**

**=LIGHTNING BLAST=**

Faiz leapt up and fired the energy cone at the Ant Lords, immobilizing them.

"Crimson Smash!" the Rider shouted as he descended on the monsters.

Blue holograms of Blade's cards hovered beside him before swirling into the Rider's foot, charging it with electricity. With a shout, Blade leapt up and delivered a lightning-charged kick, demolishing the Ant Lords.

The monsters stood, the glowing halos over their heads before they exploded all around the two Riders.

"And that's that," Faiz announced as he reverted to Takuya.

"Yup," Blade agreed as he also demorphed.

"Now, for Shinji. That rascal…" Takuya brought out his Faiz Phone and keyed in a code. After a moment, an error message returned.

**=LOST=**

"What?" Takuya tapped in the code again, only to receive the same message.

"What's wrong?" Keita peered over the second-year's shoulder.

"I can't trace Shinji's transmitter," Takuya replied.

"What? Why?"

"Dunno. Only reason is if he broke it in battle, and that means trouble," Takuya frowned.

"Let's go find him," he said, flipping the Faiz Phone closed.

"Ok," Keita nodded as the two ran off.

* * *

Agito led the three students to a warehouse before reverting, panting heavily.

Peering outside, Shinji surveyed the surroundings.

"Doesn't seem like he followed us…"

He tapped his transmitter, which suddenly sparked and buzzed, sending a mini-explosion just as Shinji flung it off his wrist. "Takuya's stupid transmitter doesn't work either…"

Then he turned on Misaki.

"What the hell did you think you were doing?" he demanded.

"Rescuing people in need, in case you didn't already know," Misaki retorted, frowning. "If I hadn't been there, the Lord would have gotten them!" Misaki gestured to the two dancers who sat nearby.

"Right. And if I hadn't reached in time, you'll just be another human he can tick of his list," Shinji replied.

"You-"

"Shut it, Noisy Girl. You need to know when to keep your nose out of stuff that doesn't concern you."

With that, Shinji began pushing past her to go into the warehouse, but suddenly swayed and collapsed.

"Wha-Whoa!" Misaki grabbed the second-year just in time.

Shinji was suddenly breaking out in cold sweat, his face twisted in pain. Misaki looked down and saw his hand clutched over his stomach, which had a big red patch blossoming on his shirt.

"That attack," Misaki remembered the strikes Shinji took from the monster, especially in the stomach where his Alter Ring was.

"I'm fine, just a scratch…" Shinji murmured just before he passed out in Misaki's arms.

Carrying Shinji inside, Misaki frantically applied pressure to the wound.

"Is he alright?" The pair that kept silent until now spoke up.

"Not really. He got hurt real bad," Misaki replied. The dancers got up and went over.

"Come on, I'll do it," the boy told Misaki as he gently pushed her aside. Misaki obediently shifted and watched as the boy ripped his shirt under his hoodie and wrapped it around the wound.

"There. That should be enough to apply pressure, but we need to get out of here," the boy announced.

The girl nodded. "Minamoto-kun won't last long if we don't hurry."

"Wait, how did you guys-" Misaki frowned in confusion before the boy grinned.

"We're in the same year. Minamoto's pretty famous for getting into fights with the punks," he replied. "My name's Ryuki, by the way."

"And my name is Aoi," the girl added.

"Nice to meet you. You can call me Misaki," Misaki greeted her seniors.

"But it's a real surprise," Ryuki turned to the unconscious Shinji. "Minamoto is actually a Rider."

Misaki grinned, going back to her usual self. "Yup! He's a protector of the school!"

"He's pretty strong too, seeing as he fought off that monster."

"But that monster…it was after us, wasn't it?" Aoi pointed out, abruptly changing the mood again. Misaki nodded solemnly.

"That monster is known as a Lord. They committed a series of murders back in 2001, nearly 50 years ago. Their targets back then were humans with the potential to evolve into what is known to them as Agito," Misaki explained.

"Isn't that what that monster called Minamoto?" Ryuki asked.

"Yeah. The original Agito was active from 2001 to 2009, where he disappeared. But Agito can be anyone possessing what is known as the Seed of Agito, which allows humans to evolve."

"But we don't have anything like that!" Aoi protested.

"This time the Lords seem to be going for something else," Misaki stated.

The group sat in silence once again until Ryuki leapt up.

"Well, since we can't go anywhere, we might as well practice. What do you say, Aoi-chan?" he winked at his dance partner.

Aoi hesitated, then took Ryuki's hand. "Ok."

"Without music?" Misaki asked.

"Who needs music?" Ryuki grinned.

Then he stood back to back with Aoi. "Enjoy, Misaki-chan."

_(Insert song: STARS-you don't have to worry about tomorrow- by King)_

Ryuki and Aoi began their routine with some toprock, popping and locking before switching to a fast 6-step and switching to a 2000 spinning handstand. Misaki watched her seniors in awe as they continued their dance, completely absorbed and allowing all of them to forget for a moment of their danger.

**(AN: I'm not really familiar with breakdance stuff and I'm too lazy to write an entire choreography, so I'm just gonna stop it here. *pelted with rocks and rotten eggs*)**

_(End insert song)_

Ryuki and Aoi plopped back down on the crates they sat at, panting slightly from the workout.

"Whoo! Much better!" Ryuki cheered.

"Feels great to dance again," Aoi agreed.

Misaki clapped enthusiastically. "You guys are amazing! Even more than earlier!"

Ryuki rubbed the back of his head. "Yeah well, it wasn't exactly easy. We had to practice for a long time."

"Every group we approached rejected us when we first started dancing, so we just did it ourselves," Aoi told her junior.

"Oh, really? But you guys did well…" Misaki trailed off, deep in thought.

"Well, it's not about how good you are now or how good you will be in the future. You just have to believe," Aoi explained gently.

"Believe?" Misaki frowned slightly.

"Yup. Believe in what your heart says. You know what you want, so just do it," Ryuki said.

"Believe, huh…" Misaki turned to Shinji's unconscious body, contemplating.

Then an explosion interrupted the silence, blasting a wall clean apart. The Octopus Lord stepped in through the settling dust cloud, its halo shining over its head once more. The monster turned its sights towards Ryuki and Aoi, gurgling and rasping softly as it approached, making sure to make its steps slow and deliberate.

"Stay back," Misaki leapt to her feet and gestured for her seniors to go behind her. Ryuki and Aoi obeyed and the Lord let out a string of gurgles, almost as if it was laughing at the futile attempt.

Misaki stared down the humanoid octopus, her gaze never faltering.

"Misaki-chan…" Aoi tugged at her junior's blazer. Misaki turned to her senior.

"I'll hold him back. You two stay with Shinji," Misaki instructed.

"But-" Ryukii began to protest, but Misaki shoved them aside as the Lord fired a torrent of water at the teens, sending the two dancers hurtling to their left and Misaki diving to her right.

Getting up, Misaki glared at the monster. "You get past me first."

* * *

"Ah mou! I can't trace him at all!" Takuya groaned, tapping ferociously on the keypad of his Faiz Phone.

"Can you trace the Lord?" Keita asked.

"I tried, but I got nothing- Wait," Takuya keyed in a few numbers into his keypad. "I've got him."

"Where?"

"Down at the old port. The cameras show…wait…" Takuya leaned in closer to the screen, Keita leaning over his senior's shoulder. The first-year's eyes widened at the footage

"M-Misa-chan?!"

* * *

Misaki lashed out at the Lord with a right hook at the monster's head, but the monster just shook off the blow, now hissing at the first-year. He grabbed Misaki, tightening its two fingers around the girl's neck in a tight vice.

With a grunt, Misaki jabbed a finger into a spot between the monster's fingers, loosening its grip and wrenching her neck from the choking vice. Gritting her teeth, Misaki ran to the side, leaping onto the side of a crate and kicking off to deliver a kick to the monster, stunning it. Misaki then grabbed the Lord's tentacles, twisting the appendages together. With an angry growl, the monster pulled, sending the girl reeling towards it and it quickly wrapped the tentacles from its left hand around the girl's torso tightly. Summoning the halo, the disc of light expanded over the monster, and it reached into the halo and pulled out a sharp spear. The spear handle was twisted in a fashion similar to a double helix, but flat. The spear head was shaped like an arrowhead, with a greenish-blue jewel set in the middle of it. The spear was a dull bluish-grey, and had speckles of red that seemed suspiciously like blood.

The Lord tightened the binds on Misaki, making the girl choke and sputter. Directing its spear, the monster advanced on Misaki, taking its time without Agito's interference.

Then a fist contacted the monster's face, sending the Lord reeling and loosening Misaki's bindings.

The Lord made a sound between an angry growl and a gurgle as it steadied itself, but a chop at its tentacles forced it to release Misaki, the teen falling to the ground with a thud.

"Wha-" Misaki looked up at her rescuer.

"Thirty minutes. That was all the sleep I wanted. Can't you just stay out of this and stop trying to get yourself killed, Noisy Girl?" Agito stood before Misaki, facing the Lord.

"S-Shinji? But your wounds-"

"Nothing big. I've been worse," Agito brushed off the girl's concern.

The Lord slammed its spear on the ground in anger. "Agito…"

"This time, I'll kill you for good," Agito announced. Then both enemies charged at each other.

The Lord thrust its spear at Agito, who kicked it aside and swung his foot back to hit the Lord itself. The monster doubled over and Agito took the chance to elbow the monster on the back, slamming it to the ground.

Agito was about to continue with his assault until a tentacle shot out of the ground, striking the Rider back.

Agito stepped back, and the Lord used the hesitation to its advantage, continuously striking the Rider and retracting its tentacles underground, causing Agito to be overwhelmed.

"Shit…" Agito groaned as a tentacle hit his broken rib, causing him to fall to his knees in pain.

The Lord approached the kneeling Agito, ready to deliver the finishing blow. It raised his spear and thrusted downwards…

**=THUNDER=**

A bolt of blue lightning fired at the monster, hitting his spear and running up the weapon to hit the Lord itself. The lightning created a huge explosion, blowing the Lord into a cargo container.

"Misa-chan, Shinji-san!" Blade ran up to his friends, sheathing his sword.

"You guys alright?" Faiz followed and picked Agito up.

Agito promptly whacked Faiz over the head. "Your transmitter's useless."

"Ow, that hurt. By the way, where is it?" Faiz asked, rubbing his head.

"Blew up."

"What?" Agito shrugged at his comrade's outburst and pointed to the Lord, which had emerged from the debris.

"Bastard…I spent three months on that!" Faiz yelled as he charged at the Lord.

"You okay, Misa-chan?" Blade asked as he helped his friend up. Misaki just nodded.

"Help Shinji. He got hit real bad fighting the Lord," she replied. Blade nodded, then drew his sword again and dashed at the monster.

_(Insert song: Kamen Rider Agito by Shinichi Ishihara)_

Faiz slammed into the monster, who fell back and Agito delivered a roundhouse kick to the back of the monster's head, stunning it. Blade took the chance to take a stab at the Lord's armor, denting the metal.

Falling back, the three Riders fell into position.

"We will not let you kill anymore, Mollipes Cyaneus," Agito announced. The Lord gurgled and extended its tentacles at the Riders, who leapt out of the way.

The monster took the chance to slam its spear into the ground, conjuring numerous white portals like its halo to deposit a group of Formica Pedes Lords.

"Not these guys again!" Faiz yelled as the Riders dashed into the horde, dodging the strikes from the Ant Lords. Despite the Riders' attacks, the cannon fodder effectively impeded them.

Agito broke away from several Ant Lords who tried to pile onto him and back away slightly. He quickly slammed the right side of his belt, lighting the right side of his black buckle red. The air before the Rider pulsed with a reddish light as Agito's armor changed. His breastplate was now red, with a red right arm and the silver wedge on his right shoulder plate turned gold and extended further upwards. The gem on his belt had also transformed into a vivid shade of red.

The crimson gem on his belt glowed and a black grip decorated with gold trimmings extended out of it. Grabbing it, Agito drew a long katana. The katana's guard was shaped like Agito's horns, and was also colored gold. The ricasso was unusually long, and was red with a blue gem trimmed with silver. The katana's silver blade had elaborate red runes craved in it, and they glowed faintly as Agito swung the sword in a wide arc, destroying some Ant Lords.

Agito, now in his Flame Form, dived into the foray, slashing and hacking at the Lords and occasionally sending a burst of flame to disperse the horde.

"Now we're talking!" Faiz cheered as he managed to gain some standing space from the crowd of monsters.

"Now…" Faiz removed his phone and flipped it open. "Vajin!"

At its master's call, Faiz's motorcycle once again charged into the fray, bowling over some of the Ant Lords.

"Alright!" Drawing the Faiz Edge from Auto Vajin, Faiz spun around and slashed a wide berth around himself, demolishing several Ant Lords.

The three Riders continued their assault on the cannon fodder, quickly downing the last of the Ant Lords.

"Blade!" Agito immediately shouted. On cue, Blade opened the card holder on his belt and removed a new card. The card featured a black Venus Flytrap monster with white fangs and green, spiked vines as arms on a orangey-yellow background with a green lock above it. The word Bio was written in red, like all the other cards, with a red barcode and a red 7 with a gold hearts symbol. Blade quickly swiped the card in his Rouzer.

**=BIO=**

A blue hologram of the card floated beside Blade before sinking into the ground, summoning spiked vines that wrapped around the Octopus Lord just before it entered its portal.

"I can't hold him for long! Attack now!" Blade called, his sword arm trembling slightly.

Agito and Faiz charged at the monster, slashing it at either side with their blades. The vines vanished and the Lord fell to its knees, smoke rising from its armor.

Stabbing its spear to the ground for support, the Lord raised a hand and fired a jet of water at the Riders, blasting them back into a wall.

"Damn…" Agito gingerly felt his broken ribs.

The Lord took its chance and dived into its portal.

"Shit!" Agito leapt at the monster, but narrowly missed the Lord's head as it sank into the pool.

"Grr…" Agito gritted his teeth under his helmet and dashed further into the warehouse, searching out for the Lord.

Lowering his sword, Agito closed his eyes and focused, tuning out everything while his senses shifted to pinpoint focus. Finally, he detected something.

"There!" Taking a running leap and swinging his sword, Agito went for Ryuki, Aoi and Misaki.

"Wha…Oi!" Faiz shouted to his comrade as the trio realized that they were targeted and braced for the blow.

However, as Agito struck, the Lord emerged from its portal, attempting to kill Aoi and Ryuki again. Agito swung hard and slashed the Lord on the back, slicing a gash open in its armor.

"Shinji…" Misaki muttered.

Shifting to cover the three, Agito gave a sideways look to Misaki. "Don't call me by my first name."

The Lord picked itself up and growled as it directed its spear at Agito.

"Stay back," Agito spoke not only to the Lord's targets, but his own comrades as well. "I'll take him."

Faiz and Blade nodded, but kept their weapons at the ready in case.

Agito readied his sword and faced the Lord, both sides warily glaring each other down.

Then the Lord thrusted at Agito, which the Rider parried with the flat of his blade and slid the sword down the length of the spear, slashing down the monster's front. The Lord's armor absorbed most of the impact, but still made it pause. Keeping up his assault, Agito kept up a series of slashes on the Lord, denting its armor here and there.

Frustrated with Agito's interference, the Lord extended its tentacles at Aoi and Ryuki, attempting to kill them once and for all, but Agito predicted his movements.

"Blade!" he shouted. Blade immediately drew his Rouzer and his cards, swiping them in his Rouzer.

**=THUNDER=**

**=SLASH=**

**=LIGHTNING SLASH=**

The holograms swirled into Blade's sword as he dashed at the tentacles, slicing at them and hacking the appendages off, sending a bolt of lightning at the Lord at the same time.

"Faiz!" Blade shouted as the monster retracted its severed tentacle stumps. Faiz took the cue and inserted his Mission Memory into the slot in the Faiz Edge and flipping open the Faiz Phone to press the ENTER button.

**=READY=**

**=EXCEED CHARGE=**

The beam of red light flowed along the Photon Streams into the Faiz Edge. Sending a pulse of red energy to the ground, Faiz levitated the Lord and a few crates. Grabbing his sword in a backhand, Faiz leapt up and used the floating crates as springboards.

"Sparkle Cut!"

The slash sent a pulse of tachyons surging through the Lord, sending him flying to the ground.

"Deal with the tentacles! Make sure they can't regenerate!" Agito shouted as the severed appendages inched towards Blade. Faiz quickly turned and used the remaining energy in the Faiz Edge to destroy the tentacles.

Agito turned to face the Lord, now struggling to its feet. Gripping the sword with both hands, Agito prepared a stance. The guard of the sword opened up like Agito's horns and the runes on the blade began glowing again, engulfing the blade in a blazing inferno. Dashing at the monster, Agito swung and struck the Lord. The Lord dropped to its knees, its halo glowing over it, before it split into half and incinerated.

Exhaling deeply, Agito lowered his sword and turned to the smoldering remains of the Lord, which had no chance of regenerating.

_(End insert song)_

"Yatta! You beat it! Awesome!" Misaki launched into her fangirling again, bouncing up and down in excitement.

Agito gave a loud "Tch" as he reverted to Shinji. "Noisy Girl…"

"Ah, all's well that ends well," Faiz patted his friend's back.

"Um…"

Shinji, Faiz and Blade turned to Aoi, who was glancing between the Riders warily.

"Arigato, you saved us," Aoi bowed to them along with Ryuki, making Blade flustered and causing Faiz to blush under his helmet.

"Well…I guess you could repay me with a date-OW!" Faiz was again hit by Shinji.

"Shut u- Ugh…" Shinji's knees buckled, finally succumbing to the raging pain in his rib.

"I gotcha," Faiz grabbed Shinji and helped him up.

Shinji looked at Ryuki and Aoi. "Don't do anything stupid. If you blurt anything about my identity, I'll find you and you won't like it," he hissed.

"Yeah, yeah. Threaten people when you aren't struggling to stand?" Faiz smirked under his suit.

"We need to get him some help. Take care," Blade bowed slightly to Ryuki and Aoi as the Riders left.

"Wha- Hey, wait! What about me joining you guys? Hey~" Misaki started running after the Riders, making Ryuki and Aoi sweatdrop.

* * *

Three weeks later, Shinji was once again heading to school with Takuya and Keita.

"Are your injuries okay, Shinji-san?" Keita asked, concerned.

Shinji grunted as he brushed a hand on his shirt where his bandages were. "I'll live."

"I know that. But we have a more pressing matter…" Takuya said seriously.

"What? Lord killing, Undead attack, Orphnoch?" Shinji was suddenly alert, turning back to face his friend.

"No…" Takuya began before spotting something. "Um…just turn around."

Doing as Takiya said, Shinji found Misaki's face nearly touching his, a huge grin on her face.

"What do you want?" he snapped, leaning back to distance himself from the girl.

"Shinji! Welcome back~! Now you can sign the application! " Misaki cheered while digging in her bag.

"What are you-" Shinji was cut off by Misaki shoving a piece of paper in his face.

"Here~"

"What the hell is this?" Shinji snatched the paper and looked at it. As he read the contents, his face slowly tightened. "Noisy Girl…"

Said piece of paper was an application for a student club. Misaki had apparently taken upon herself to apply. The space for the club name read "Kamen Rider Club", listing the members as Shinji, Takuya and Keita along with Misaki.

"Isn't it great? I got the name from the original club that helped Kamen Rider Fourze. You said there wasn't anything to join, so I made one," Misaki grinned.

"…Who said you could do this?" Shinji's voice now held a dangerous strain.

"Well, Takuya and Kei-chan told me that you would be okay with it, so I went ahead, but they said they wanted you to be here to sign this together," Misaki replied cheerily, apparently unaware of her senior's twitching eyelid.

Shinji turned slowly to Takuya and Keita, who were cowering behind a tree.

"You two…" Grabbing the two by the scruffs of their necks, he dragged the two from behind the tree.

"Explain," he growled.

"Well, ah, um, that is…" Keita stuttered before ducking behind Takuya. "You explain, Takuya-san!"

"Huh? Um, so…" Takuya slowly started his explanation.

"You see, after you were hospitalized for those injuries, she came along with that application form. Keita was too much of a pushover to reject her and I, um…" Takuya trailed off hesitantly.

"Spit it out," Shinji snapped harshly.

"She blackmailed me, man…" Takuya whined.

"What," Shinji stared at his friend.

"What did she blackmail you with?"

"I'd prefer not to say," Takuya replied glumly with a dark cloud hanging over his head.

"You two…Ugh…" Shinji rubbed his temples. "So what now?"

"Well, keeping Misa-chan with us would make sure she doesn't spill anything about us, so you don't deal with her, and having a club as a cover would make it easier for us…" Keita mumbled hesitantly, before yelping and curling up behind Takuya at Shinji's intense glare.

Shinji stared at his friends for a while more before sighing. "You have a point."

"Don't kill us~~ Wait, what?" Takuya and Keita looked up from their kneeling position.

Shinji turned and went over to Misaki. "Alright, Noisy Girl, I'll agree to this stupid club, but I want to make something clear."

"Yeah?" Misaki asked, practically exploding with fangirl excitement.

"You're joining as a probational member. Anything you do that we don't like, you get kicked out, no questions asked. You hear me?" Shinji jabbed a finger at her to emphasize his point.

"Hai~!" Misaki cheerfully saluted, then started bouncing around excitedly. "Rider Kitaaaaaa! Kamen Rider Club Kitaaaaaa!"

"Tch, Noisy Girl…" Shinji grunted as Takuya and Keita finally approached him.

"Um…so we're not dead?" Takuya asked hesitantly.

"As long as Noisy Girl stays in line," Shinji gave them a sideways glance before heading to class.

Takuya grinned at his friend. "Got it! I knew you were a softy…"

"Shut it," Shinji backhanded Takuya, but the boy ducked and Shinji's hand hit Keita instead.

"Ite…" Keita rubbed his nose.

The three teens watched as Misaki bounced around ahead of them, cheering her joining of the new Kamen Rider Club.

"Yosh…I'll do my best, go at full force!" she cheered.

* * *

**Personally, I think this is my weakest chapter and will be my weakest chapter (at least for the first fifteen). Let me know what you think. Lastly, Chapter 3 will come out latest by March next year (factoring in school, etc.)**


	3. Episode 3: With Passion and Will

**A/N: Sorry for the late update! School just restarted recently and I'm trying to get back on track with both my grades and my club activities, so i didn't have much time for writing. But I did it! Chapter 3 is up! **

**Also, an apology for the bad quality for my filler last chapter. It's just been weighing on me for ages and I really beat myself up for sucking at fillers. But I'm trying! Chapter 3 here is better (I hope) so please tell me what you think. Don't be shy to PM me on story ideas or leave it in a review!**

**Two months in planning and production, Ladies and gentlemen, I give you Kamen Rider Gakuen chapter 3.**

* * *

Episode 3: With Passion and Will

"Yahoo, Kei-chan~~~"

Keita dodged as Misaki tried to glomp him, then grabbed her arm to keep her from falling.

"Mou, that was mean, Kei-chan~" Misaki whined and pouted cutely.

"Gomen, Misa-chan," Keita apologized, but he grinned at Misaki all the same.

"It's early in the morning, Noisy Girl. Can you make it through one hour without making a fuss?" Shinji, who had been walking alongside Keita, snapped at his newest source of annoyance.

"Oh, come on! Not Noisy Girl, Mi-sa-ki. Refer to your club mates by their name, Shin~ji," Misai chided.

"Don't use my first name. We're not that close," Shinji retorted. It was such a common occurrence that it was almost automatic.

But Misaki was already changing the topic, ignoring him. "Where's Takuya?"

As a vein on Shinji's temple pulsed irritably, Keita pointed out something to Misaki.

"He's right there."

Misaki looked in the direction of Keita's finger and spotted Takuya approaching a girl dressed in the Hoshihara uniform.

"Hi, the name's Miura Takuya. You look familiar, have I seen you somewhere before?" Takuya said as he reached the girl.

The girl turned to glance at Takuya, who had adopted (what he thought was) a winning smile.

Misaki watched in anticipation, Keita sighed quietly and Shinji simply looked to his watch.

"Three, two, one," he counted down and looked back up to the conversation.

"Yeah, that's why I don't go there anymore," was the girl's retort.

As the girl left a dumbfounded Takuya behind, Shinji snorted while Misaki and Keita sweatdropped.

"…What was that?" Misaki finally asked.

"Takuya's daily failure," Shinji deadpanned as they approached Takuya, who was now sulking at the base of a tree.

"This sucks…" Takuya was moaning.

"Come on, Takuya, cheer up! You'll succeed someday!" Misaki cheered bracingly, squatting beside him, though she held back the unspoken "I hope".

"Yeah," Shinji agreed, to Misaki's pleasant surprise. But as she turned to the second-year, smiling, Shinji continued his sentence.

"Someday, you'll find a girl with no standards, or common sense, or- What?" Shinji snapped unflinchingly as Misaki slammed her elbow under his ribs. Dragging him away, Misaki started scolding Shinji.

"Are you stupid? At least try to be sensitive to your best friend, you annoying jerk!" she hissed in his ear.

Shoving Misaki away, Shinji snorted before walking on.

Misaki let out a loud 'Tch'. "Annoying Jerk…"

* * *

"Takuya's not much of a hero type, is he?" Misaki mused as she walked down the hallway with Keita

"Huh?" Keita was somewhat taken aback by Misaki's comment.

Misaki frowned, then dug into her bag and brought out a small clear notebook. Opening the casing, she brought up a holographic page and showed it to Keita.

"Riders through the ages fit a certain category, like nice guys, or jerks, or cool guys, but Takuya doesn't fit in any one of them," she lamented. "I can't classify him~"

Keita, finally realizing the reason behind his friend's distress, patted her on her head. "It's okay, you'll see Takuya-san's abilities someday. Just observe him in battle."

"Huh?" Now it was Misaki's turn to be confused. Just then, the bell rang for homeroom.

"Oh, crap! We're gonna be late! Come on, Misa-chan!" Keita grabbed Misaki's hand and raced off.

* * *

Shinji stuffed the last book into his bag and walked out of the class just as the bell rang for dismissal.

"Shinji! Wait up, man!" Takuya shouted as he swung his bag over his own shoulder and raced after his friend.

Both boys eventually reached the trapdoor leading to their base. Yanking it open, Shinji walked down to see Misaki and Keita standing in front of the door of the Hatch.

"What's Noisy Girl doing here?" Shinji instantly snapped.

Misaki frowned at that. "I have a name, you know. Anyway, I'm here because as a club member, I should see the club room."

"The what?" Shinji stated expressionlessly.

"Club room. As the Kamen Rider Club, we need to have a club room for activities, and Kei-chan told me about this amazing base you guys have just as I was worrying about the premises~" Misaki chattered cheerfully. Shinji shot a glare at Keita, who flinched and yelped.

"I think it's fine," Takuya spoke up as he jumped down the last few steps. "She's gonna be helping us anyway, so why keep the Rider Hatch a secret?"

Even Shinji couldn't fault that reasoning. "Ugh…fine," he finally relented, scanning his fingerprint and retina on the scanner.

**=WELCOME, AGITO=**

The four high-schoolers stepped through the threshold into the base. Misaki gazed in wonder at the sight before her.

"It's not much, but we manage," Takuya told her.

"…What are you talking about? This…place…is…AMAZING!" Misaki suddenly started racing around like a hyperactive bunny, examining all the computers and rooms. "This is better than I imagined!" she squealed as she continued fangirling.

Shinji's eye started twitching slightly since Misaki's outburst, and it intensified every time she shot past him excitedly to observe something in the room. Finally, he grabbed the brunette on the head as she ran past for the seventh time.

"Owowowow!" Misaki yelled and tried to pry off Shinji's hand, which was now firmly grabbing onto her ponytail.

"S-Shinji-san!" Keita shouted in shock.

"Oh, come on, man, not cool!" Takuya went over and delivered a chop to Shinji's wrist, which made his friend release Misaki.

"Owie…" Misaki whined as she rubbed the base of the ponytail. It felt like the roots of her hair were about to be removed.

"There, there," Keita rubbed Misaki's head where it hurt.

Meanwhile Takuya was chewing Shinji out for the boy's actions.

"Seriously? I know you have issues and all, but give her a break!" Takuya was whispering indignantly so that Misaki doesn't hear.

Shinji stared at his friend for a minute, then let out a 'Hmph' and walked over to the nearest monitor to start scans.

"I should install auto-scans to stop you from using those things to avoid the subject…" Takuya grumbled. Just then, the alarm went off.

"Orphnoch detected in the town plaza. Let's go," Shinji barked as he leapt up and dashed out.

Keita and Takuya nodded before grabbing their belts and racing off after him. Misaki immediately chased after the three.

"Hey~ Wait up~!"

* * *

Down by the city plaza, a crowd was escaping from something, all screaming their heads off. A glasses-wearing businessman tripped on a rock and fell. Scrambling back to his feet, he tried to continue running, but an ash-colored tentacle shot towards him, penetrating through his back and out of his chest, right through his heart. As the tentacle was pulled out, bluish-white flames burst out of the hole in the man's chest and he collapsed. The man's body slowly faded to a dark gray before crumbling into a pile of ashes.

"Ara, another failure? Humans seem to be getting too weak for siring," a feminine voice rang out.

A gray foot stepped out and approached the pile of ashes that used to be the man. The foot's owner was revealed to be an ash-colored humanoid. The humanoid had a svelte, feminine figure, with flat, toeless feet that resembled stilettos. Gray vines wound all over the humanoid's body and flared out at her shoulders. Her arms seemed to end in long-sleeved hands, and the cuffs of the sleeves had numerous long vine like appendages dangling from them, while the rest of her body also looked like they were wrapped in a robe. The top half of her head was mostly covered in an ash-colored tulip, the bottom half of her face revealing set of lips in a small smile.

Crouching down, the humanoid scooped up a handful of ashes, allowing it to flow between her fingers into the wind.

"Humans are weak, crawling about in their own filth," she hissed.

"Really? And it's better being a walking flower?" A voice quipped.

The humanoid turned and straightened up to face the owner of the voice: Takuya. He grinned at the humanoid with his hands in his pockets, Shinji and Keita beside him and Misaki excitedly watching the proceedings.

"Long time since I took the lead in a fight," Takuya commented, stretching his arms above his head. "But I'm still gonna take you down, Orphnoch."

"Misa-chan, stay back," Keita pushed his friend behind him.

"But-"

"Stay back," Both Keita and Shinji spoke at the same time, their tones equally harsh. Misaki finally relented and ducked into a building.

The Tulip Orphnoch, meanwhile, was giggling mockingly at Takuya's declaration. "Oh really? How can a filthy human, a man, no less, possibly defeat me?"

"You and I both know how," Takuya's jaw tightened as he strapped the Faiz Driver around his waist. Keita and Shinji both produced their own respective belts along with him.

"Then give me your best shot, Faiz," the Orphnoch replied.

"Gladly," Takuya snapped as he keyed in the code into his Faiz Phone and hit the ENTER key.

**=STANDING BY=**

Keita and Shinji both prepared their stances as Takuya brought the Phone above his head.

"Henshin!" The three teens shouted and initiated their transformations.

**=COMPLETE=**

**=TURN UP=**

The instant Faiz's armor materialized, he pulled out his Phone and keyed in a code before snapping the Phone into the shape of a gun.

**=SINGLE MODE=**

Faiz aimed the antenna of the Phone at the Orphnoch and fired a beam of red tachyons at her, causing the monster to flinch and double over. Agito and Blade took the chance to dash up and attack.

Blade swung his sword and slashed at the Orphnoch's torso, followed quickly by a kick from Agito, then a double-team from both sides by both Riders.

The Orphnoch flew backwards with a scream, smoke wishing from her body. Blade and Agito bore over her, prepared to strike.

"Had enough?" Agito asked.

The Orphnoch struggled to her feet. "Just kidding~" she said before extending the vines on her sleeves at the two Riders, whipping them aside.

"Guys!" Misaki's voice shouted. Faiz turned to where his clubmate was hiding behind a pillar.

"Don't get too close! She's got something up her sleeve!" Misaki warned.

"What?" Faiz was confused, but when he turned around, he was shocked to see the Orphnoch extending her vines at Agito and Blade, wrapping them firmly around their waists and pinning their arms to their sides.

"Guys!" Faiz shouted as he fired another beam. The attack was blocked by the remaining vines of the Orphnoch creating a wall in front of her.

"Now, now. It's rude to interrupt a lady," the monster teased.

"Damn…" Takuya keyed in another code into the Faiz Phone.

**=BURST MODE=**

Takuya fired a burst of three shots at the Orphnoch again, but it was once again blocked.

"Now…" the Orphnoch surveyed her captives. Tightening her vines, she giggled as waves of energy started flowing from the Riders, blue for Blade and gold for Agito. The two Riders screamed and struggled against their bonds.

"Guys!" Faiz shouted. Growling, he stowed his Phone and charged at the Orphnoch. He delivered a kick and a chop to the Orphnoch's vines, forcing her to release his comrades, but the damage was done. Blade and Agito fell to the ground, forcibly reverted to their human forms.

"Kei-chan! Shinji!" Misaki shouted.

"Ara, seems like your friends are a little tired," the Orphnoch mused mockingly.

Faiz was completely pissed. "That's it!" He brought out his Phone again. "Auto Vajin!"

Faiz's motorcycle charged in, accompanied by loud revving. As the vehicle sped at the Orphnoch, it folded and expanded into a huge silver robot. The robot had Faiz's symbol on its chest, and mainly colored silver and black. The front of the motorcycle had shifted to its right arm. As Auto Vajin transformed, a command rang out.

**=BATTLE MODE=**

Auto Vajin, now in Battle Mode, swung at the Tulip Orphnoch, who leapt away from the robot. Faiz jumped over Auto Vajin, drawing the Faiz Edge from the handlebar now on its right shoulder.

Faiz charged at the Orphnoch and delivered a series of slashes and stabbed into her stomach. The Orphnoch simply pulled out the blade and struck Faiz across the face.

"Please. Now that I've absorbed the energy of your two little friends, that level of attack isn't going to affect me," she boasted.

"Grr…" Faiz growled before turning to Misaki. "Misaki! When I give the signal, run!"

Misaki had the sense to nod and prepare as Faiz turned to the Orphnoch.

"Ara, ara, what are you planning now, Faiz?" she teased yet again.

"This! Vajin!" Faiz shouted. On cue, Auto Vajin brought out a wheel-shaped gun and started firing at the ground, bringing up a spray of debris and smoke. When the dust cleared, the Riders had escaped.

"Ara, ara. Using a smokescreen? Weaklings," the Tulip Orphnoch giggled. "No matter, time to continue my mission."

* * *

Takuya, now back in his human form, settled Shinji on one of the beds in the Rider Hatch's hospital bay, while Misaki laid Keita on another.

"Oof…" Takuya panted, collapsing in a chair. "We got away in time…"

"Yeah, but Kei-chan and Shinji…" Misaki sat beside him and cast a worried glance at the two unconscious teens.

"Urgh…" Shinji suddenly grunted and got up.

"Shinji!" Misaki shouted and went up to him. Shinji swatted her hand away as she tried to feel his forehead for a fever.

"Don't call me by my first name," he snapped. Then he let out a 'Huh?' and felt his waist where the buckle of the Alter Ring would appear.

"What's wrong?" Takuya asked.

"I can't feel the Seed of Agito."

"What?" Misaki exclaimed.

Shinji frowned slightly. "It's like the Seed's power was drained," he mused. Suddenly grimacing, he collapsed into the bed again, unconscious.

"Shinji!" Misaki inspected the boy, while Takuya was deep in thought.

"Drained power…Don't tell me-!" Takuya leapt up and grabbed Keita's Blay Buckle. Bringing it to a monitor, he pulled out a scanner from under a keyboard and ran it over the Buckle. An analysis popped up on the screen.

Takuya stared at it for a moment before slamming the keyboard. "That bitch!"

"What happened?" Misaki asked.

"That bitch drained the energy from not only Shinji and Keita's bodies, but the Alter Ring and Blay Buckle too," Takuya cursed and whacked the keyboard again.

"I don't get it. What's so bad?" Misaki asked.

"In humans, energy can be restored through means like eating, but for the Rider systems, there seems to be a specific form of energy that self-replicates to charge. And now that Orphnoch stole it, on top of energy for Shinji and Keita to function properly to regain energy," Takuya explained.

"So you're saying…" The impact now dawned on Misaki.

"Yeah," Takuya turned to the closed door of the hospital bay.

"If we don't get back the energy, Keita and Shinji can't become Riders anymore. They may even die."

* * *

The Tulip Orphnoch ducked into a building and transformed back into her human form. The Tulip Orphnoch was now a young woman dressed in a white sundress. She had flowing black hair that extended to her waist and black eyes that shine brightly, but held a certain danger in the glint.

Her cellphone rang and she picked it up, talking in a cheerful schoolgirl voice.

"Shacho-sama, (President-sama)" she responded.

"Keiko, how is the progress on siring?" A clipped male voice on the other end rang out over the phone. The Tulip Orphnoch, now known to be called Keiko, pouted childishly.

"I was busy doing that, but I was interrupted," she complained. Then a smile snaked over the pretty face. "But that makes the game more fun."

"Is there a need for a replacement?" the voice asked.

"None at all. I'm more than capable of dealing with Faiz," Keiko giggled.

The owner of the voice on the other end tensed. "Faiz?"

"Yep, but he's just an obstacle. I'll bring back more Orphnoch for you for sure, Shacho-sama," Keiko sang.

"No!" The loud outburst made the young woman flinch. "Your mission has changed. Your new target is to eliminate Faiz."

"Eh~ But it's more fun siring. Especially those filthy humans who think they're superior," Keiko complained, but her voice now held a purposeful tone to it.

"You have until tonight to destroy him," the voice instructed.

"Understood," Keiko sang in reply as she hung up. She held the phone in her hands, letting it dangle by the strap before grabbing it again, another smile slinking over her lips.

"This will be fun, Faiz~"

* * *

Takuya sat in a chair with his face buried in his hands. "What to do, what to do, what to do," he whispered urgently, his mind going over all the possibilities and solutions desperately.

"Can't we just get the Orphnoch?" Misaki asked urgently.

"We could, but she's not in the scanner's range. We were lucky with the plaza coz it's near the school," Takuya replied. Groaning, he ran his hands through his hair and pulled at it.

"And we don't know how to get back the energy too. Knowing the Orphnochs, it's not as easy as just destroying her," Takuya continued.

"Then what do we do?" Misaki asked as Takuya stood back up.

"We find her. She's coming for me, so I'm gonna let her," he replied.

"Then I'm with you," Misaki confirmed as Takuya nodded.

As the two prepared to set off, the alarm went off. Takuya grinned and brought up the live feed, finding the Orphnoch just outside the school. "Crap…coming straight for me, eh? Well, saves me the trouble of finding you," he tapped the screen and ran out with the Faiz Driver.

"W-Wait up!" Misaki called. She ran into the hospital bay to place the Blay Buckle beside Keita before running after Takuya.

* * *

The Tulip Orphnoch advanced on random passers-by, extending her vines in the form of Orphnoch tentacles and piercing several humans at once. Collapsing to the ground, the humans writhed and turned ash-gray, changing into strange rock-like humanoids with deep cracks all over their bodies, ash leaking from said cracks. The humanoids had some body parts that were bulky and rocky, like a leg or arm. Their heads were craggy and had cracks that formed what resembled facia features such as eyes and mouths, but had small horns jutting out of their foreheads. Moaning lowly like zombies, they staggered over to the Orphnoch.

"Not very successful, but it should draw Faiz out," the monster mused as she stroked one of the golems' head. Quick as a flash, she extended her tentacles again, stabbing more humans. Some crumbled into ash instantly, but five more golems were created, joining the party of ten of their brethren.

"Now, come out, Faiz!" the Orphnoch shouted to the skies.

Takuya landed a flying kick at a random golem, causing the entire group to topple like a stack of dominoes.

"You called?" he called casually, dusting himself off.

"Ara, you responded quick," the monster replied with an air of easy conversation.

"It's a talent," Takuya shrugged. Then his face hardened. "Give back the energy you took."

The Orphnoch giggled lightly at the boy's sudden change in demeanor. "I think I'm the one in control here, aren't I?"

Misaki arrived just as the Orphnoch set the group of golems at Takuya. Hurriedly ducking behind a tree, she kicked a pursuing golem back to the foray.

Takuya punched aside one golem before throwing off another. "Damn…what are these?"

"Demi-Orphnochs. Unsuccessful transformations which resulted from incomplete siring. These cuties are more than enough to deal with you," the Tulip Orphnoch replied casually.

Takuya froze at that. "Don't tell me…You're with them?"

"Maybe. Why don't you beat me and maybe I'll tell you," the monster replied as several Demi-Orphnochs piled onto Takuya.

"Shit…" Takuya cursed as he flung off the golems, keying in the transformation code into the Faiz Phone.

**=STANDING BY=**

"Henshin!"

**=COMPLETE=**

Red tachyon lines ran over Takuya's body, forming the Faiz armor. Cracking his knuckles, Faiz delivered a punch straight in the chest of one of the Demi-Orphnochs.

Despite the seeming flimsiness of the grunts, they were surprisingly tough. After falling from one of Faiz's blows, the golem immediately stood back up.

"What the-" Faiz was bowled over before he could finish his sentence.

"Argh-This-" Faiz struggled against the Demi-Orphnochs, but they clung tighter the more he struggled, the golems weighing down and pinning the Rider.

"Takuya!" Misaki tried to step out from her hiding spot, but a shout from Faiz stopped her.

"No! I can take them!"

Faiz grunted as he grabbed hold of a stone arm of one of the golems, them dig his fingers under the cracks in another's rocky torso.

"My friends are waiting for me to save them," Faiz grunted slowly. "So I can't lose, not now, and especially not to the likes of you guys!" With a hot-blooded shout, he flung off the Orphnochs.

_(Insert song: Justiø by ISSA)_

Takuya grabbed one Demi-Orphnoch kicking its knee and then ax-kicking its head, causing it to crumple. Grabbing the stone leg of the golem, Faiz blocked a wild swing from another before delivering a punch. But he accidentally hit the rock torso of the Demi-Orphnoch, sending a jolt of pain up his arm.

"Ite…" Takuya shook off the pain in his hand, but the golems took the chance to assault the Rider from all directions.

"Takuya!" Misaki shouted again.

The crowd of golems continued to close in on Faiz, pressing down from all sides. Then the group started to falter, then flew back from the blast of tachyon energy. Faiz stood back up, his Faiz Phone prepared for another shot.

**=SINGLE MODE=**

Faiz blasted a row of Demi-Orphnochs with a beam of tachyon energy, then switched to another.

**=BURST MODE=**

Faiz fired off shots wildly, but managed to hit the Demi-Orphnochs, even hitting one hard enough for it to crumble into ashes. Faiz continued switching between Single and Burst Mode and firing at the grunts, who were being effectively held back.

When Faiz managed to fairly dwindle their numbers, he pulled out the Faiz Pointer. "Time to end this."

Attaching the Faiz Pointer to his ankle, slid the Mission Memory into the slot.

**=READY=**

Faiz flipped open the Faiz Phone and hit the ENTER button.

**=EXCEED CHARGE=**

Faiz leapt up and shot the energy cone at the Demi-Orphnochs. The energy cone, which usually focused on one target, now spread to encompass the entire horde, making the cone effectively a hundred times bigger.

"Uso!" Misaki exclaimed in surprise as Faiz descended on the golems.

"Crimson Smash!" In a blast of tachyon energy, the Demi-Orphnochs were demolished.

Heaving a sigh, Faiz now turned his attention to the Tulip Orphnoch herself. The Orphnoch flicked a hand and her vines shot out to strike the Rider from all directions.

Finally, Faiz was lifted off the ground, the Orphnoch's vines wrapped around his belt and pinning his arms to his sides.

"Shit…" Faiz cursed.

"I think I'll drain your energy before killing you. We will need it anyway," the Orphnoch mused.

"I knew it, you're one of them," Faiz hissed as the vines tightened around him.

"Now, just stay still like a good little boy," the Orphnoch said as she began draining Faiz's energy, a red stream slowly flowing along the vines towards her. The Rider could only scream in pain as he felt his body getting weaker and weaker.

Just then, several gunshots were heard and the vines were severed, falling to the ground and dropping Faiz. The Rider fell to the ground along with the vines, greenish Orphnoch blood and a large amount of water.

"…Water?" Faiz noticed the puddles that splashed down and inspected them, then turned to the general direction of the shots. He thought he saw a green blur dart into the trees, but his thoughts were interrupted by the Orphnoch's remaining vines attacking him.

"I don't know how you set up those shots, but you will still die today, Faiz," the Orphnoch proclaimed as she produced a weapon: a long rapier the same dull gray as the Orphnoch herself, but looking no less lethal.

Quickly closing the distance between them, the Orphnoch slashed Faiz across the chest before attacking the neck, but Faiz quickly pulled out his Phone and prepared his gun again.

**=SINGLE MODE=**

Faiz fired the red beam at the Orphnoch, forcing the monster back and giving Faiz some leeway. Switching the gun back into a phone, Faiz called the familiar command.

"Auto Vajin!"

The motorcycle soon arrived and Faiz quickly drew the Faiz Edge, barely managing to parry the Orphnoch's next rapier strike.

The two opponents clashed their blades, generating orange sparks all around them. Faiz managed to nick the Orphnoch's torso, but got slashed on the arm immediately after.

Leaping back, both sides steadied their stances before engaging each other again. For the next few minutes, Rider and Orphnoch slashed, stabbed, parried and dodged, forming a deadly dance of swords. The Orphnoch went for a stab at Faiz's heart, but he lightly pushed the blade with his, pushing the path of the strike off course to his right, then swung at the monster, but she deftly rolled away and approached with a strike, her sword swirling all around her body to crate an effective defense and offense. Faiz tried to block, but the Orphnoch's attack broke through and struck him, sending a shower of sparks onto the ground and Faiz flying back. Groaning, he picked himself up and continued to slash, managing to slip through an opening and stab his opponent.

"You're not half bad," Faiz commented.

"As much as I like being appreciated, I don't need compliments from a human," the Orphnoch retorted lightly. Faiz chuckled at her disdain.

"Oh yeah? Big talk for a walking flower," Faiz teased. Angered, the Orphnoch swung at the Rider with a yell. Leaping out of the way, Faiz steadied himself as the Orphnoch directed the tip of her rapier at him.

"This strike will end it," she declared as she charged at the Rider. Instead of dodging, Faiz lowered his body into a near crouching position, his left hand on his waist and his right gripping the handle of the Faiz Edge as tightly as possible.

The Orphnoch got closer and closer to Faiz, yelling as she approached. Meanwhile, Faiz was muttering to himself.

"A little more, just a bit more…"

Just before the Orphnoch's blade touched Faiz's armor, the Rider crouched down quickly, ducking under the blade and delivering three slashes across the monster's body. Leaping away, Faiz straightened up, his back facing his opponent's. Suddenly, the blade of the Faiz Edge broke into half, the severed blade clattering to the ground.

The Orphnoch felt no pain from the strikes, and thus scoffed as she lowered her sword and turned to her enemy. "What was that joke of an attack supposed to do? You couldn't even scratch me."

Faiz, instead of retorting, began to laugh, a sound of triumph that both confused and angered the Orphnoch.

"What are you laughing at?" she demanded.

"Sorry, but the joke's on you," Faiz declared as he turned to face the Orphnoch. In his free hand were three gray flowers.

"Wha-" The Tulip Orphnoch inspected herself and saw that the flowers on her shoulders and chest were missing.

"I saw where you stored the energy you drained when you were busy draining mine. I must admit, though, I don't expect to get out of it," Faiz rubbed the back of his helmet.

"Now…" Faiz held the flowers in his hand and clenched it into a fist, crushing the flowers. At that instant, three shining orbs of light were released, flying out of Faiz's unclenched palm. The orbs were red, blue and gold respectively. The red energy orb hovered before Faiz as the other two flew off into the school.

"Seems like I got the energies back," Faiz observed as the red orb entered his body, sending a rush of vitality into him.

"Drat…" the Orphnoch hissed as Faiz dropped the broken hilt of his sword.

"Now, time to take you down," Faiz proclaimed as he removed a squarish silver and black camera from his belt. The camera had the words SMART BRAIN emblazoned above the shutter, while the right edge of the camera was black and the shutter button was on the top. There was section of black where the shutter is and seemed to be a slot. Faiz flipped the black edge of the camera downwards, forming a grip. Slipping his right hand to grab the grip, he used his free hand to remove the Faiz Mission Memory from the Faiz Phone and slipped it into the device that was now a knuckle-duster.

**=READY=**

"Screw you!" the Orphnoch screeched, now having lost control. She prepared her full body sword strike, dashing at Faiz.

Faiz just flipped open his Phone and pressed ENTER.

**=EXCEED CHARGE=**

As the Orphnoch delivered the strike at Faiz, the Rider punched right at the blade, smashing it to splints that smoldered with bluish flames before smashing into the Orphnoch's body, the force from the weapon blasting through her torso and leaving a huge hole where Faiz's arm was.

"Gah…Uh…" As her body started turning a dark gray, the Orphnoch could only groan softly. Bluish-white flames started igniting at the hole in her body, licking at Faiz's arm.

Faiz pulled his hand out of the Orphnoch's body as the flames spread all over, the monster beginning to crumble.

"Faiz…" the Orphnoch let out one final moan as her head crumbled to ashes. A red circle with a diagonal line passing through it appeared as the flames blazed, forming Faiz's symbol.

Faiz removed the Mission Memory and replaced it into the Faiz Phone. Heaving a sigh, he removed the Phone and cancelled his transformation.

"She was sent by that man…" he muttered.

"Takuya~~~~!"

"Wha-Whoa!" Takuya lurched back as Misaki hugged him.

"I thought you were gonna die!" she cried.

_So this is how Keita feels when she does this…Ah, a girl's body does feel really soft_… Takuya started daydreaming, but quickly came to, putting on a grin.

"Of course I wouldn't die! C'mon, I'm just too awesome to!" he boasted.

Misaki smiled. "Yup! Plus, Riders always win the fight, right?"

"Speaking of which…" Takuya remembered something from his earlier fight. "Misaki-chan, did you see any other Rider near where you were hiding?"

"Hm? No, nothing. It was just me back there as far as I know," Then her eyes lit up. "You mean there was another Rider? Ah, a great chance wasted~ I could get them into the Kamen Rider Club~" Misaki moaned.

Takuya chuckled at his junior's antics. "Yeah, maybe."

"Anyway," Misaki looked back up at Takuya. "I understand now."

Takuya was confused. "Understand what?"

Misaki stared at Takuya's face for a long while, prompting him to check his face for dirt. Then she smiled widely. "Nothing~"

"Eh? Oi, don't leave a guy hanging like that!" Takuya shouted.

As Misaki walked off, with Takuya chasing after her, she grinned and muttered to herself.

"So Kei-chan was right after all. He really is worth observing."

* * *

Keita finally regained consciousness and sat up from his bed, surprised to see Shinji on the bed beside his.

"Shinji-san?"

Shinji groaned as he got up as well. "Seems like Takuya did his job," he muttered.

"Looks like it," Keta replied as the door of the hospital bay was flung open.

"Kei-chan~~~~" Misaki launched herself into Keita's body, knocking the wind out of him before crushing him in a hug.

"You're okay, you're okay!" Misaki cheered as she tightened her grip further.

"Ugh…Agh…" Keita spluttered, desperately trying to get air.

"Shut up and let him go, Noisy Girl. You're just gonna waste Takuya's efforts in saving us by killing him," Shinji snapped.

"And how did you figure out that I saved you?" Takuya strolled in casually, a grin on his face.

"Simple logic."

Meanwhile, Misaki was excitedly relating Takuya's fight to Keita in great detail, acting like an overexcited kindergartner.

"…And then he just flung them right off just like that!" Misaki was saying as she gestured wildly.

"Seems like you got one girl to like you," Shinji commented wryly. "Makes sense in how she doesn't have any sense…"

"Man, do you have to say it like that? I should've kept the energy away from you…" Takuya joked, punching his friend lightly on the arm.

"Oh, yeah, and get this. Takuya says he saw another Rider!" Shinji suddenly noticed Misaki's chatter.

"What?" Shinji and Keita both turned to Takuya, who nodded, frowning.

"Yeah, someone helped me out when I was dealing with that Orphnoch. I don't see anything clearly, but I'm sure that guy had a gun-wielding form," Takuya recounted.

"Another Rider, huh?" Shinji mused as Keita also fell silent. After a minute of quiet, Misaki decided to resume her account.

"And then after the Orphnoch let Takuya go, he shot her at point-blank range! He was soo awesome and…"

"Misa-chan," Keita interrupted. "I'm kinda tired. Can we leave this for later?"

"Okay~ But one last thing…" Misaki leaned in so that her lips were right beside Keita's ear, making his cheeks dust with a shade of pink.

"You were right. Takuya is cool," she giggled. Drawing back, she brought out her notebook and generated a new blank page, starting to type in a new entry in.

* * *

Somewhere in the city, a man knocked on a large, elaborate wooden door. "Shacho-sama," he called.

"Come in."

The man entered into a large office the size of an apartment. Approaching the other end of the room, his polished leather shoes clacking against the wooden flooring, he bowed to the person sitting in the high leather chair, the person's back facing him.

"We have just received a report that Keiko has been eliminated by Faiz," he reported.

The figure in the chair, who had been toying with a small metal plate the size of Faiz's Mission Memory, stiffened. "She failed to eliminate Faiz?" he hissed.

"Unfortunately. But we managed to cover our own tracks properly," the man replied.

"That's not enough!" The figure flung the plate away, the metal clattering away loudly.

The figure rose from his chair, though only his silhouette was visible due to the light steaming in from the large windows.

"Faiz has been a thorn in my side for three years now! He needs to die, and I need the Faiz system!" he roared.

"I understand, sir, but given the current experiments-" The man was cut off.

"I don't want to hear anymore of this!" The figure sat back down in the chair, but his knuckles were now gripping the arm of the chair until his knuckles were white.

"Faiz…"

Sunlight reflecting off something outside passed over the metal plate on the floor, revealing the carving on it.

The plate had a carving resembling the logo embossed on the Faiz Shot, but the word NEO was above the other two words, forming the words NEO SMART BRAIN.

* * *

The next day, Misaki was inspecting her notebook again on the way to school.

"Ohayo, Misa-chan," Keita greeted as he caught up to her.

"Oh, hi, Kei-chan," Misaki greeted as she closed her notebook.

"What were you doing?"

"Just updating my notes. Now I can classify Takuya~!" Misaki cheered happily.

"Really?" Keita raised an eyebrow, slightly amused.

"Yup!" Misaki opened her notebook to the newest page, which listed Takuya as the new Faiz.

"Takuya's a joker, but he is a hero when it comes down to it," Misaki explained. "I think he ranks 10th on my list of best Riders."

"Oh really?" Shinji snorted cynically.

"Yeah, anything wrong?" Misaki shot back.

"Yeah. Look over there," Shinji went straight to the point. Turning to the direction Shinji indicated, Keita and Misaki saw a familiar sight from yesterday.

Takuya was once again approaching another girl from their school, a smile on his face.

"If I could rearrange the alphabet, I'd put 'u' and 'i' together," he was saying.

"Is he…" Misaki began to ask.

"He is," Keita sighed, answering Misaki's incomplete question.

"Three, two, one," Shinji counted down again.

Meanwhile, the girl spared Takuya a glance before speaking.

"Well, there's no need. 'N' and 'o' are already beside each other."

The girl walked off, leaving Takuya, who collapsed to his knees in despair.

"Still 10th on your list?" Shinji asked wryly.

"Maybe 30th…" Misaki conceded as they approached Takuya, Shinji grabbing his friend by the arm and hoisting him up.

"C'mon. We'll be late if we take any longer," he snapped.

"Okay…" Takuya meekly followed, still depressed.

Misaki couldn't help but laugh. "I knew the Kamen Rider Club was a good idea!" she exclaimed proudly.

Keita just grinned as he followed his childhood friend, who started racing off excitedly.

"The Kamen Rider Club has completed its first task!" she cheered.

"There was never a task undertaken," Shinji deadpanned.

Misaki frowned at him. "Oh, shush."

The incident now draws bonds closer and raises questions. While Misaki and Takuya are now closer as friends, what is the organization known as Neo Smart Brain? And who is the mysterious gun-wielding Rider?

* * *

**A/N: And that's a wrap! Please review and help me improve on my fillers! And tell me what you thought of this chapter too! Just as a note, the mystery Rider isn't going to be introduced yet, but you're welcome to guess!**


	4. Episode 4: Memories and Promises

**A/N: Hey guys, I'm back with another new chapter. Updates have been slow due to school starting to kick into high gear so I probably won't have time to post anytime soon (or write, for that matter. Damn exam period...).**

**Anyhow, episode 4's here and it's probably better than what I've been putting for my fillers so far. Fever and boredom combined give you very interesting ideas. This time, it's Keita taking the spotlight! Read on to see!**

**Ladies and gentlemen, 2 months in planning and production, Kamen Rider Gakuen 4.**

* * *

Episode 4: Memories and Promises

_A young, brown-haired girl sobbed softly as she buried her face into her knees, her body curled up in a ball in a corner of the playground.__  
__Then a hand holding a blue handkerchief extended towards her. On contact with the fabric, the girl looked up, her eyes red, puffy and still streaming with tears.__  
__"Why are you crying? " the owner of the handkerchief, revealed to be a black-haired boy of around 7 years old, asked._

_The girl looked at him warily through her tears. "You're not running away from me?"_

_"Why would I run away? Come on, don't cry now," the boy now crouched down beside the girl, lightly nudging her arm with the handkerchief. Accepting it, the girl began wiping her eyes._

_"My dad always said that a man shouldn't let girls cry, and a man needs to lend a shoulder for a girl if she does," the boy said, now sitting down cross-legged._

_The girl gave a sniff, then giggled softly._

_"You're smiling now!" the boy cheered. Then he looked at the girl closely. "You're pretty."_

_"R-Really?" the girl seemed both surprised and unused to such compliments._

_"Yeah. And you seem nice. Can we be friends?" the boy continued._

_"Friends?"_

_"Uh-huh. Friends. My name is Tachibana Keita," the boy, now known to actually be a young Keita, extended a hand to the girl._

_The girl hesitated, then accepted the handshake. "My name is Kurenai Misaki," she said. The girl was actually a young Misaki_

_"That's a pretty name. Can I call you Misa-chan?" Keita asked._

_Misaki nodded. "Then I'll call you Kei-chan," she half-whispered._

_"Alright!" Keita called cheerfully. "We'll be best friends, Misa-chan. I just know it!"_

_Misaki stared at the young boy, who was grinning innocently at her, then gave a smile. "Okay," she nodded._

_Keita stood up and offered a hand to Misaki. "Do you want to play on the swings? I'll push you," he offered._

_Misaki nodded, then took Keita's offered hand. Pulling her up, Keita led her over to the swings. The two newly-formed friends laughed as Keita swung Misaki, lightly at first, but pushed progressively harder, their laughter resounding happily through the playground and park._

* * *

"Kei-chan!"

The call roused Keita from his reverie, nearly causing him to drop his cutlery from the jump. Misaki frowned at him from across the table, idly tapping her new transmitter given by Takuya.

"You alright? What were you thinking about?" she asked.

"When a man daydreams, it's either about money or girls," Takuya informed sagely as he cut into their conversation.

Misaki frowned. "Kei-chan's not like you, Takuya," she retorted.

Takuya gripped his chest like he was shot. "Right…in the ego…" he groaned.

Keita just chuckled at the two before answering his friend's question.

"It was nothing. Just remembering that first day at the playground," he smiled at Misaki.

"First day-oh, that," Misaki smiled nostalgically. "Why bring it up all of a sudden?"

"Just reminiscing. Plus, I think it was worth remembering," Keita smiled wider, causing Misaki's cheeks to become dusted with a shade of pink.

"Honestly, Kei-chan…"

Takuya glared jealously between the two as the conversation occurred, finally swinging his chopsticks between them and effectively ruining the two's moment.

"Wait up. Mind being a little more subtle in your flirting in front of your _still single senior_?" he emphasized the last part.

Keita realized what he had been doing. "Oh…sorry, Takuya-san. And I didn't mean anything else, Misa-chan, really," he apologized.

"Well, it's Takuya's fault that he's still single," Shinji pointed out as he ate another spoonful of rice.

"Okay, that's just hitting below the belt!" Takuya was about to stand up in an angry protest, but was interrupted by Shinji flicking his forehead painfully.

"Shut up. At least let me eat lunch in peace without chattering," he snapped.

"Then move somewhere else…" Takuya muttered begrudgingly under his breath, but he was smart enough to make sure Shinji didn't hear. He was the one who forced the stoic teen to sit with him during lunch regularly, after all.

"And you're being a jerk again, Shinji," Misaki pointed out.

Shinji just scooped up another spoonful and ate silently.

Takuya soon cooled down about the comment, however, and resumed the conversation.

"So, tell me again how you guys met?"

Keita scratched his head, pondering on how much to tell Takuya, before finally settling on "We met as kids in a playground."

"Just like that? C'mon, you're hiding something," Takuya probed. Keita inwardly sighed at his senior's persistence.

Just before Takuya could probe further, the bell rang for the next class.

"Saved by the bell. Come on, Misa-chan," Keita gulped down the rest of his tea and slipped off, Misaki following him with a mouth full of onigiri.

"Crap! I still gotta finish this!" Takuya realized that his lunch had gone mostly uneaten, and now frantically shoveled pork shogayaki and rice into his mouth.

Shinji just swallowed his last mouthful of food, said 'Gochisousama deshita', and walked off with his empty lunchbox, Takuya attempting to call him back to wait and swallow a mouthful of food at the same time, making him choke. Shinji sighed and slammed a palm at his back, unblocking Takuya's windpipe.

"Don't eat and talk at the same time…" Shinji muttered.

* * *

Meanwhile, a shadow walked into the depth of a cave.

"It's time for you to take action…" the shadow spoke with a calm tone.

In response, two figures landed from the roof and knelt in front of the shadow.

"Target this girl, and draw out Blade," the shadow commanded, flinging a piece of paper into the wet rocky ground. In the vague sunlight, the paper was revealed to be Misaki's photograph. The two figures rose and exited. Chuckling darkly, the shadow slowly walked off deeper into the cave, vanishing into the darkness.

* * *

After lessons, Misaki clicked the last clasp of her bag closed and leapt out of her seat, skipping off out of the classroom.

"Misa-chan! Aren't you going for club activities today?" Keita called, careful not to refer to the Kamen Rider Club directly.

"I've got something to do today. Could you help me explain to Shinji? Pleeeeeaaaaassssseeee?" Misaki pleaded with prayer hands and doe eyes.

"But-" Keita's protest was cut off by Misaki before he even had a chance to finish.

"Arigato, Kei-chan~ See you tomorrow~" And with that, Misaki was gone.

Keita stood there with his hand raised and his mouth opening and closing soundlessly. After a minute of that, he sighed in resignation.

"I'd better get something to eat before I go see Shinji-san…" he moaned and plodded out of the classroom, imagining Shinji's reaction to Misaki's absence.

* * *

Misaki walked quickly out of the school gates, then started to break into a slow jog. Her breathing became slightly heavier, her breath forming light vapor in the cool autumn air.

"Gotta get home, gotta get home," she sang to herself as she rounded a bend, passing an alley.

Without warning, several chains shot out of the dark gap, clinking as they wrapped around Misaki's wrists and ankles.

"What?" Misaki struggled against the metal bonds, but she was dragged into the alley with a withdrawal of the chains. Falling heavily on the ground, she found herself unable to see due to the sudden change in light. As her eyes adjusted, she heard a voice speak up.

"Well, wasn't that easy? This new Blade's not very good at protecting his girl, is he?" A male voice sounding to be belonging to that of a man in his early twenties rang out. A hoarse growl was the only sound afterwards.

"Right. Not a talker. Anyway, she should see us by now," the voice once again spoke. Misaki's eyes had also finally adjusted to the darkness, seeing two figures standing over her. In the little sunlight that penetrated gap between the roof of the buildings, Misaki made out one of the figures to be a humanoid bird. His body appeared to be all black, with clawed feet and hands with a long blade mounted on each arm. Skeletal wings extended out of its back, though Misaki doubted that it was simply for decoration.

The other figure was stranger. Its humanoid body was mostly black, but its chest was a blood red and similarly-colored muscles bulged under the black plating. Several red appendages resembling legs of an insect were mounted in its left shoulder, while a head that seemed like a centipede to Misaki was mounted in its right, in such a way that it seemed to be peeking out from behind it. In its right hand were several chains that connected to the ones that restrained Misaki.

The black bird humanoid crouched and held Misaki's face up by the chin.

"Hmm…I can see why Blade wants this girl. She is definitely a beauty. The Master picked good bait," The bird humanoid was now revealed to be the one talking all along. The other humanoid nodded silently.

_Undead…he's after Kei-chan?_ Misaki's mind clicked as she was lifted by the bird monster, the chains loosening. Seeing this opening, Misaki took it.

She swung her arms, slipping her hands out from the chain cuffs. Raising a hand to the air, she opened her mouth.

"K-Mmph!" She barely had a chance to shout before the chains bound her once again, now gagging her as well.

"Now, now. The game won't be fun anymore if you do this," the bird monster teased. "Bad girls need a time out."

And with a strike across her face, Misaki's vision went black.

* * *

Keita stuffed the last of his sandwich into his mouth, washing it down with the remaining of his bottle of iced tea. Sighing, he stood up and began to head for the Rider Hatch.

"It's either I get hit by Shinji-san or scolded by Takuya-san. Or Misa-chan gets angry at me," Keita sighed. "Man…"

Keita took a deep breath, then walked off to the Rider Hatch.

As he crossed the field in the school grounds, heading to the old school building. Just as he stepped into the grass, he felt a presence behind him and dived out of the way just as a figure swooped down on him.

"What-" Keita could hardly recover when a blade swung down at him, the silver edge glinting dangerously in the sunlight. With a yelp, he rolled out of the way, into the range of a chain that whipped him across the face. Keita felt his cheek burn red-hot at the cut and the fresh warm blood flowing from the gash. Quickly picking himself up, he grabbed the chain that came at him again. He now got a good view of his attackers. The chain-wielder was a humanoid with black plating on its red-muscled body. Its head had no facial features, instead having a spiked silver band running vertically around its barbed head. Two red mandibles extended out of where its mouth would be. Its chest was a bright blood red, with black trimmings tracing out contours of pectoral and abdominal muscles. Four red centipede legs extended out of its left shoulder while a black centipede's head with red mandibles was mounted on its right shoulder. It had a black belt with a spiked oval buckle positioned diagonally. Its right leg was black and had silver braces that connected his knee and ankle through a thin silver wire while its left leg was red with black whirls. Red spikes extended and curved out its left foot.

The other attacker landed and folded its skeletal wings. It was a bird humanoid. It had an eagle's head that was pitch black. Its black armor was elaborate and had silver studs all over it. Its right chest and upper arm was wound with dull gold, as was its right thigh. Each of its lower arms had clunky braces that mounted long, wickedly sharp blades to them. The right brace was black and larger, featuring a larger black blade. The left was sleeker, but had a sharper blade. Its knees were capped with skull designs and dull gold spikes extended and curved out of its ankles and feet.

"Blade," the bird humanoid greeted with an air of someone meeting an old friend.

"Undead…" Keita grunted, recognizing the two. "A Category 10 and Jack at the same time?"

"Oh, I'm sure you're more than capable of handling us," the Eagle Undead, also known as the Jack of Spades, replied amicably. Then a dangerous edge cut into his tone. "So we're giving you a handicap for us."

The Eagle Undead signaled and the Centipede Undead, known as the 10 of Hearts, immediately dragged Keita towards him, spitting a green slime at his face. Screaming in pain, Keita fell to the floor, instantly feeling his whole body heat up.

"Fever poison's surprisingly useful if you know how to have fun with it," the Category Jack commented. Then he knelt down beside Keita's writhing body. "We don't want to kill you. The Master doesn't want that. So I'll give you a proposal," he chuckled as he pulled out a clear holographic notebook. Opening it, he brought up a page that featured Keita and the information of him as Blade.

Keita's eyes widened at the sight of the notebook. "That's-!"

"Correct. We have your little girlfriend. I must admit, she gave us quite some trouble. Oh, don't worry, she's alive, but I can't guarantee she'll stay that way," the Eagle Undead explained.

Keita felt his blood boil, for reasons other than his rapidly rising temperature. "You…"

"So I propose one thing: a game," the Undead continued, standing up. "This poison in your body is also in your friend, and will kill you within the next three hours. So you have exactly that time to find us and save your girl, and then retrieve the antidote. Of course, you'll have to defeat both me and Centipede here to do it. If you were to fail, both you and the girl die. So it's a fight to the death," the Category Jack finished with an air of vindictive glee.

Keita tightened his fist, glaring venomously up at the pair of Undead.

"I'll take your silence as consent. Remember, your three hours start now," the Undead dropped the notebook in front of Keita and stood up, turning to leave. The Centipede Undead stared down at the boy for a moment longer, then followed his partner.

Keita tried to get up, but the fever had weakened him too much. He reached out a hand in a desperate attempt to grab the Undead.

"Misa…chan…" he managed to groan before his mind went blank.

* * *

Keita awoke to find himself staring at a gray concrete ceiling. Groaning, he tried to sit up, but the burning ache that wracked his body made him crash into the bed.

"You're awake?" Keita turned his head in the direction of a sudden voice and saw Shinji and Takuya beside his bed. Takuya was sitting beside him while Shinji leaned against a wall.

"Shinji-san…Takuya-san…" Keita spoke up, but his throat felt like it was wrapped in sandpaper after swallowing cinnamon.

"Don't talk. You'll just waste energy," Takuya advised.

"What happened? We found you like this after we detected a signal in the school," Shinji demanded.

Then the memories of what had happened prior came crashing back down on Keita. "They've got Misa-chan!" he shouted.

That got Takuya and Shinji's alarm bells ringing. "Who?" Shinji asked.

Keita swallowed to soothe his parched throat, then continued, "Undead. Category Jack and Category 10. They have Misa-chan."

Shinji signaled to Takuya, who darted out of the hospital bay. Meanwhile, Shinji himself stepped over to Keita.

"Rest now. That fever of yours is getting worse," he said, staring down at his still struggling junior.

"No, you guys don't get it. The Undead, they poisoned me and they have Misa-chan hostage. They'll kill her in three hours," Keita protested anxiously.

Shinji stared down at the boy for a second. "We heard you the first time. But given your condition, you can't fight even if you went. Just rest," he replied.

"But-" Keita was cut off by Shinji shoving him back to bed and walking out the door.

"Got anything?" Shinji asked Takuya, who was squinting at the screen.

"Hold up. I'm scanning for Misaki-chan's transmitter and we'll get a hit in about…now," Takuya grinned as a spot indicated in the screen pulsed, pointing out a concentration of Undead energy. "Point F95, that old warehouse a kilometer from here."

"Alright. Continue scans and I'll go investigate-" Shinji was cut off by the sound of a door slamming. Whirling around, he just managed to see Keita grab the Blay Buckle and charge out the door of the Hatch.

"Keita!" Shinji yelled as he ran for the door.

"That kid…" Takuya sighed as he also grabbed his Driver, preparing to go, but a beep from the computer stopped him. "Whoa, hold up," he called to Shinji as he saw what was on the monitor. Shinji went over and cursed at the information displayed.

"Great. Now what do we do?"

* * *

The first thing Misaki noticed was that she was having a fever. Her body was hot, and it hurt to open her eyes. Her mouth was dry and her throat parched. She tried lifting her head, only to find it bound to a pillar by a chain that wound around her jaw, effectively gagging her as well. Shifting her arms and legs, she found her entire body bound by a liberal length of chain, a near cocoon that covered her entire torso and clasped her to the pillar. Misaki's mind slowly clicked back to the events prior.

_Undead…_she thought to herself.

"Ah…awake already?"

The cool male voice made Misaki's head snap back up, the restraining chain cutting into the corners of her mouth and drawing blood. The Eagle Undead chuckled at the gasp of pain from the girl, walking up to her.

"Now, is that chain really necessary? A gag would serve just as well," he said, addressing his partner. The Centipede Undead rumbled and nodded slightly. Taking that as a signal, the Category Jack sliced the chain right off. Just as Misaki opened her mouth to shout, a wad of cloth was stuffed inside, gagging her again.

"Now, now. Just be a good little princess and wait for your prince's rescue. He's still got two hours left," the Eagle Undead chided playfully. Misaki turned her face away from him in disgust, her line of sight instead falling on the Centipede Undead. What she saw made her eyes widen in realization.

_Kei-chan…you can't come…_ Misaki thought to herself as she clenched her eyes shut to block out the sight of the two Undeads.

* * *

Keita dashed behind the building and into the forest, crashing through the undergrowth as he struggled to focus his eyesight. Finally, the trees cleared and revealed a hidden building amongst them. Pushing open the door, Keita poured light into the garage, running over to a particular vehicle covered by a navy blue tarp and yanking it off, revealing a silver and blue motorcycle. The windshield was blue and shaped in the spades symbol, with a red seat and yellow headlights. Quickly mounting the motorcycle and putting on a blue helmet, Keita revved the engine and pulled out of the garage.

"Misa-chan…Wait for me!"

* * *

Shinji and Takuya took the same path behind the building and rushed into the garage, only to find the blue tarp in a heap on the floor.

"Tsk…" Shinji ran a hand through his hair, gritting his teeth.

"We better head out," Takuya quickly said, tossing a red helmet to Shinji and putting on a black one of his own. Shinji followed him and both pulled off tarps of the matching color, revealing the Machine Tornader and the Auto Vajin. Mounting their bikes, the two pulled out of the garage too.

"You got a lock on the location?" Shinji shouted.

"Yup," Takuya tapped the dashboard of the Auto Vajin, bringing up a screen showing a red pulsing dot and two arrows colored red and gold representing the two.

"Then let's go. That idiot had better not get himself killed now…" Shinji turned to face the front and accelerated.

* * *

The Eagle Undead idly kicked a barrel aside as he strolled restlessly around the warehouse. "Blade's not being very punctual, eh? Or did he go belly-up from the poison already?" he wondered aloud for Misaki to hear. The girl just swallowed her response and continued to strain against her metal bindings.

"Forget it. Centipede's chains won't break so easily. Unless, of course, you're a Rider…" the Eagle Undead placed his face near to Misaki, making her cringe from the proximity.

"The Master will be pleased, won't he, Centipede? Blade will die today," the Category Jack continued, the Centipede Undead growling in agreement.

"You really like to listen to yourself talk, huh?"

The Eagle Undead stopped at that and turned to the door. Keita stood at the open door, leaning against the frame. Misaki gasped and screamed for him to run, but all that came out were muffled sounds.

"Ah, Blade," the Undead spread out his arms. "You're later than I expected, was the handicap for our game too much?"

"Far from it. Now let Misa-chan go. I can take you and your partner," Keita growled as he stepped forward, nearly stumbling from the effort.

"Interesting proposition, but you've already lost the game," the Category Jack replied smoothly.

"What?" Keita turned his attention to the rest of the room. His eyes fell on Misaki, who was shaking her head, wide-eyed, despite her fever. Then he noticed the Centipede Undead. The sight made his blood freeze.

The Centipede Undead that stood in the warehouse was a hologram, a mere 3-D projection of light.

"You-!" Keita whirled to the Eagle Undead, who was now laughing maniacally.

"What did I tell you? Game over, Blade. Even if you beat me and save the girl, you won't find Centipede in time," the Undead gloated.

Gritting his teeth, Keita brought out the Blay Buckle and slotted in the Change Beetle Card.

"In that case…" Keita prepared his transformation. "I'll defeat you right here! Misa-chan, give me ten minutes!"

The Category Jack watched, amused, as Keita made the proclamation. At the same time, Keita himself flipped over the panel on the Buckle.

**=TURN UP=**

"Henshin!" Charging through the hologram, Blade immediately engaged the bird humanoid, but all his strikes were easily parried by the Undead's own speedy attacks with his arm blades.

"Ten minutes? Confident of our abilities, aren't we?" The Undead stabbed the Rider with his left blade, but was blocked. Making use of the opening, he swung his right blade overhead, slashing into Blade's shoulder. With a pained shout, Blade staggered back and the Undead followed up with a series of fast slashes and stabs, sending the Rider flying. Landing with a thud, Blade slowly struggled back to his feet, using his sword to prop himself up.

"You're making this boring, Blade. You can hardly stand," the Undead complained. Keita gritted his teeth and shook his head to clear his blurring vision.

"One hour left," the Undead announced as he resumed his attacks. "Ten minutes are nearly up. Is it too much for you?"

Blade just gritted his teeth under his helmet and parries the oncoming strikes, barely having the energy to move. He desperately ducked beneath the Undead's blow and rolled. His eyes fell on Misaki, who was screaming into her gag, obviously weakening.

The moment's distraction allowed the Eagle Undead to take the upper hand, launching a kick at Blade's stomach, making the Rider double over and collapse in pain.

The Undead continued to attack, sending a volley of kicks and an occasional slash on Blade's body.

"That's it…you finally broke. As expected from a weak-willed brat who couldn't even protect his friends," the Undead spat out the last word with disgust in his tone.

"It's surprising how you managed to seal so many of us," the Category Jack continued, aiming another few more kicks at Blade's chest. "But I guess you don't actually have any skill. You just hide behind those friends of yours, don't you?"

Turning to Misaki, the Undead walked over and crouched down, grabbing her chin. "Birds of a feather flock together, you humans say. So you joined up with Blade since you're a weakling too, huh?" he chuckled at Misaki's grimace.

"Are you quite finished?"

Blade's tone, which had suddenly changed to one of cold anger, stopped the Undead in his speech.

"What?"

"I said…" Blade suddenly got up and pulled out a new card from his case. "That's enough!"

The card featured a black camel with orange, steam-engine-like humps on a pink background under a green lock. The word RECOVER was written on the side along with a hearts symbol and a number 9.

Swiping the card through, the blue hologram of the card entered Blade's chest armor.

**=RECOVER=**

As the AP cost counted down, Blade's armor started repairing, the dents and scratches returning to their original undamaged state. Under the armor, Keita's wounds slowly closed up, leaving him completely recovered with only the fever poison still in his system.

After the recovery, the effect of the card continued. Blade slowly turned his Rouzer towards the Undead for him to see the AP counter on the Rouzer. The AP cache, which had decreased considerably, was rapidly rising back up.

"B-bakana!" the Undead exclaimed in shock. "The Recover Camel can't renew the AP cost!"

Blade kept silent and took a centered stance. Charging forward, he quickly launched into a series of slashes, stabs and hacks, the sheer speed turning him into an indigo hurricane of swords.

The Undead felt himself getting slowly pushed back by the raw force. Even the strikes that didn't reach him sent a strong gust that sent him inching back.

"Don't you DARE insult my friends! Your fight's with me, but you brought HER into this!" Blade started screaming at his opponent, his attacks steadily increasing in ferocity.

"What's going on? He's…getting stronger?" the Undead muttered to himself as he crossed his arms to block the strikes from the Rider.

"UNFORGIVABLE!" With a mighty yell, Blade delivered a slash that sent the Category Jack flying.

"Damn…" the Undead grunted as he struggled to his feet.

"Finally," Blade announced as he flipped open his Rouzer's card holder and pulled out the Thunder Deer card, then closed the holder and opened the case on his belt, pulling out three other cards.

"That…don't tell me…" the Eagle Undead was now utterly shocked at Blade's hand.

One of the cards featured a brown-bird-of-prey with orange armor and a silver beak along with wickedly sharp claws in a red background under a green lock. The word TORNADO was written under a number 6 and a gold hearts symbol.

The second card had a red insect which resembled a cross between a ladybug and lighter. The body was red, but a silver gear ran down its back and its tail end was on fire. The background of the picture was also red and also featured a green lock. The word FIRE was under the diamonds symbol and a red 6.

The last card bore the picture of an ice-blue bear standing in its hind legs. Black studded pads covered its limbs and black cuffs encircled its wrists, ankles and neck. Its blue fur hung stiffly downwards like icicles. The background it was on was also colored an icy blue and bore a green lock. The word BLIZZARD was emblazoned under the clubs symbol and a number 6.

"Tornado Hawk…" Blade muttered as he swiped the 6 of Hearts through his Rouzer.

**=TORNADO=**

"Fire Fly…" He repeated the motion with the 6 of Diamonds.

**=FIRE=**

"Blizzard Polar…"

**=BLIZZARD=**

"And lastly…" Blade lifted the last card slowly. "Thunder Deer…"

**=THUNDER=**

As Blade lowered his stance, the Rouzer gave a new announcement as the renewed AP cost plummeted.

**=EXTREME SHOT=**

Blade delivered a downward slash, which conjured an arc, before quickly following up with a fiery upward slash, a diagonal slash that conjured an arc of ice, forming a six-pointed asterisk before Blade. Finally, the Blay Rouzer crackled with electricity as Blade pulled back his sword, thrusting it forward to imbue the strike with lightning and sending the attack straight for the Undead. The asterisk grew as it approached the monster and finally struck it with a magnificent explosion.

The Eagle Undead, having taken the Extreme Shot, now stood completely defeated, his armor in shambles and wings broken and hanging off his back. Falling backwards, the belt buckle on his waist opened up to reveal a bright red J and two similarly-colored spades symbols.

"Time for the sealing," Blade announced as he pulled out an empty card from his Rouzer. Tossing it at his fallen opponent, the card stabbed into the buckle and proceeded to absorb the Undead in a brilliant flash of green light. The card flew back into Blade's hands and the Rider stared at his newly-acquired addition to his Suit. The card now had a picture of a golden eagle with its wings high above its head, forming a vague spades symbol with its body. The background was sky blue, with an eagle colored light blue blending in. The lock was bronze and the gate ran diagonally behind the eagle. The word FUSION was written in red-lined gold under a gold-lined blue spades symbol and red J.

"Fusion Eagle…" Blade quickly stowed the card raced towards Misaki, cutting open her chains.

"Are you alright, Misa-chan?" Blade asked. Misaki nodded mutely. Blade nodded and immediately collapsed, reverting to Keita.

"Kei-chan!" Misaki shouted in alarm. Crouching down, she felt her friend's forehead and had to withdraw her hand from the heat.

"Guess using a combo like Extreme Shot…isn't very smart…" Keita grunted.

"Your fever's getting worse. We have to-" Misaki stopped mid-sentence as she felt her body temperature shoot up, the shock making her collapse too.

"Damn it…" Keita grunted and gnashed his teeth, but he was struggling to even move.

_So this is it?_ Keita thought as his vision started to blur and darken. As his consciousness slipped away, he saw Misaki struggling to reach his hand, and he instinctively reached for hers too. A loud ringing sounded in his ears and he heard someone calling his name just as his vision faded.

* * *

"…ta! …eita! Keita!"

Keita opened his eyes and saw Takuya's face frowning down on him. As his mind started to recall what had happened, he realized one thing: he was still alive.

"Wha…the poison…" he started stammering.

"We got the antidote," Shinji's voice came from behind Keita and he turned to see the second-year helping Misaki to her feet. In Shinji's hands was a small test-tube

"But…how did-" Shinji cut Keita off quickly.

"We got notification just after you left," he began.

_**[FLASHBACK]**_

_Takuya was about to run after Keita when the computer beeped. "Whoa, wait up," he told Shinji. Shinji went over and saw what was on the screen: two different Undead signals. One was with Misaki's transmitter signal and another, slightly weaker one was in a nearby cave._

_"Great, what now?" Shinji growled._

_"The weaker signal must be the Category 10," Takuya deduced._

_"Noisy Girl said something about that thing having the antidote for its poison," Shinji recalled the recent lecture that Misaki had tried to give them._

_"Then it's a trap," Takuya stated._

_"Let's go. We need to get the antidote if Keita's gone off to save Noisy Girl," Shinji said before moving off. Takuya followed with a "Gotcha"._

_**[END FLASHBACK]**_

"So we made it to the cave and found the Undead," Takuya continued the story.

_**[FLASHBACK]**_

_Shinji and Takuya stopped their bikes and dismounted, facing the cave where the Undead signal originated._

_"Stand by," Shinji commanded as he prepared the Alter Ring. Takuya also keyed in the code into the Faiz Phone._

_**=STANDING BY=**_

_The two dashed into the cave as they transformed, Shinji's armor materializing in a flash of light while Takuya slotted the Faiz Phone into the Driver._

_**=COMPLETE=**_

_The two Riders continued running until chains shot from the depths of the cave, narrowly missing them and smashing into the rocks. The Centipede Undead slowly emerged, gripping onto the chains._

_"Looks like we have a hit," Agito stated._

_"Let's hurry and get the antidote," Faiz replied. He removed the Phone and shifted it into the gun. "I'll distract him to give you an opening. Slice off that centipede head or whatever," he told his friend. Agito nodded as Faiz charged towards the Undead._

_**=SINGLE MODE=**_

_The red tachyon lasers lit up the cave as the shots struck the Undead, allowing both Riders to gauge the monster's position. Agito slammed the left side of his belt, shifting to Storm Form in a flash of blue light. Summoning the Storm Halberd, Agito readied the blade while Faiz started grappling with the Undead._

_"Hold him still!" Agito shouted._

_"You try fighting him!" Faiz retorted as he dodged another chain whipping towards his face._

_Faiz ducked under a chain aiming for his chest, then leapt up to avoid a low sweep by the Undead. Quickly leaping up, Faiz used his momentum to run along the cave wall and get behind the Undead, snatching his chains to bind the monster's arms._

_"Do it!" he shouted to Agito._

_Agito held the Storm Halberd before him and the blades unfolded. Running at the Undead, Agito aimed a strike at the shoulder, the attack severing the centipede head on the Undead's shoulder with a crunch and squelch._

_The head plopped to the ground as the Undead staggered, whitish-green slime dripping viscously from the wound in large globs._

_"Ew," Faiz commented as he grabbed the head and reverted to his human form. Takuya reached to his belt and pulled out two test tubes with caps on them. Flipping open the caps with his thumb, he held the mouth of the centipede head over them and pressed on a spot below the jaw. An ice-blue liquid flowed into the tubes, filling them up. Replacing the caps, Takuya put the test tubes back to the holder on his belt and tossed the centipede head aside._

_"Gross," he complained as he wiped the slime from his hands onto the rocks._

_"Man up. Now let's get that Undead so Keita can se-where'd he go?" Agito turned around to face the fallen Undead, but saw nothing where the Undead once was._

_"He escaped, I guess. Let's go, we'll deal with that later," Takuya prompted._

_Agito nodded as they both exited the cave and made their way to Keita's location._

_**[END FLASHBACK]**_

"And that brings us to present time," Takuya finished.

Misaki, who had recovered somewhat, was staring wide-eyed in awe. "Wow…"

"But the bad news is that we still have an Undead on the loose. We need to track it down," Shinji pointed out.

"Oh yeah…on it," Takuya was about to initiate a remote scan, but a thump was heard from the door of the warehouse.

The four turned to see two figures at the doorway. But it seemed as if one was limp and held by his companion by the neck. The mystery figure flung his companion into the warehouse. Out of the glare, the Centipede Undead's unconscious body came into view.

"The heck?!" Takuya yelped while Misaki gasped in shock.

"Blade," the silhouette standing at the doorway spoke up, pointing at Keita. "You may seal him now."

"Wha…" Keita inspected what he could see of the mystery helper through the glare of the setting sunlight streaming in. The figure was obviously not human, as seen from the antennae from its head. Its right arm and leg also had many spikes protruding out of them, along with clawed hands.

"Who are you?" Keita demanded, feeling a chill run down his spine.

"Hey, Shinji," Takuya whispered. Shinji turned his ear towards his friend, but kept his eyes on the mystery figure.

"That thing's not normal. I'm detecting major Undead energy levels from him," Takuya informed, showing Shinji the screen of his Faiz Phone, which listed the diagnostics of the figure.

"A Royal Club avenging the Eagle Undead?" Shinji asked, but Takuya shook his head.

"His energy levels are higher than that. I don't know what can give such crazy levels," he replied.

Meanwhile, the figure was replying to Keita's question. "All you need to know is that I'm someone who wants the Undead sealed," he said.

Keita narrowed his eyes in suspicion, but opened the card case on his still-equipped belt anyway. Pulling out an empty Rouze card, he flung it at the open seal of the immobile Centipede Undead. The Undead was instantly absorbed into the card.

Catching the card that shot back towards him, Keita stowed it without bothering a glance, keeping a firm gaze on the mystery figure.

"Time for me to go. I can assure you this won't be the last time we meet," the figure spoke up, turning around. With a leap, he vanished among the buildings.

"Wait!" Keita charged out of the warehouse, but the figure was long gone. The other three followed him out of the building.

"He escaped," Keita let out a 'Tsk'.

"Any idea what that was, Noisy Girl?" Shinji asked.

Misaki didn't even bother with correcting Shinji this time. "No idea. I need to look up on this," she replied, shaking her head.

Takuya stretched his hands above his head. "Well, that's a problem for another day. We'll look into this next time, but you guys need to go back home and rest," he said, referring to Misaki and Keita.

"Right." Although he received the antidote, Keita was still acutely aware of his fatigue.

"Let's head back to the school to pick up our stuff," Shinji said.

"Before that," Misaki interrupted. She turned and grabbed Keita, pulling his arm to her chest. Keita blushed at the feeling of Misaki's body against his arm.

"Wait…Misa-chan…" Keita stammered. Misaki just smiled up at him. Going on tiptoes, she planted a kiss on his cheek.

"As thanks for saving me," Misaki said after pulling away, giving her usual grin and a wink. Keita felt his temperature rise again and stars pop out in front of his eyes.

Takuya, meanwhile, had a contorted expression like he had constipation. "Hold it! Why don't Shinji and I get something too?" he protested.

"Because it's Takuya," Misaki stated simply.

"I don't want her doing that," Shinji added.

"W-Wait! What-" Takuya sputtered in protest. Ignoring him, Shinji walked towards the Machine Tornader while Misaki dragged Keita off to the Blue Spader.

"Hurry up or we'll leave you behind," Shinji called.

Takuya just sighed and plodded towards the Auto Vajin, his head hung weakly.

As the Kamen Rider Club rode off, mysteries remain unsolved, and questions remain unanswered. Who sent the Undead? Who is the mysterious person helping Blade? And how is he connected to Blade? For now, the Riders will continue fighting, in search of these answers.

* * *

**A/N: And that concludes episode 4! Now, to sum up here:**

**-Keita's real protective of his friends, especially Misaki *hint hint***

**-The Undead are working under the orders of someone else, just like the Orphnoch. But no, they are not affiliated in any way...yet**

**-A mysteriously powerful Undead's offering help to the KRC. Care to guess who? (Trust me, you'll never get it)**

**And this last part is a preview of what's gonna happen!**

_**Next time on Kamen Rider Gakuen:**_

_**The KRC encounter a new threat in the form of the Imagin. But who is this new girl they find? And what is her connection to the mysterious Den-Liner?**_

_**Episode 5: The Time-travelling Rider**_

**Keep a lookout of episode 5 coming soon!**


End file.
